Independent
Tenure on this board
5.3 yrs
10 nominees · 4 ballot items.
Election of ten incumbent directors; advisory approval of 2025 executive compensation (“say-on-pay”); ratification of BDO USA, P.C. as independent auditor; approval of a shareholder proposal to Govern by Majority Vote.
Election of ten incumbent directors to serve until the 2027 annual meeting.
Non-binding advisory vote to approve the 2025 compensation paid to the Company’s Named Executive Officers.
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s 2025 executive compensation as disclosed in the proxy. Management is seeking this vote to confirm shareholder support for executive pay practices and to demonstrate alignment between pay and Company performance. The Compensation Committee explains that the program emphasizes performance-based compensation through an annual cash incentive (HSIP) weighted toward EPS, business financial goals and strategic scorecard goals, and long-term incentives (LTIP) composed of PSUs and RSUs with performance metrics (three-year cumulative EPS and three-year average ROIC). Management highlights recent refinements made for 2025 (removing non-financial and individual goals from HSIP, increasing EPS weighting, maintaining at least 50% of equity grants as PSUs) and notes prior high shareholder support (85.7% in 2025). The Board recommends a vote FOR, arguing the program aligns executives’ incentives with long-term stockholder value creation and uses market benchmarking and independent consultant advice.
Ratify the Audit Committee’s selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for fiscal 2026.
Non-binding shareholder proposal requesting the Board amend governing documents to eliminate supermajority voting requirements and require majority of votes cast (for/against) for applicable proposals.
The shareholder proposal asks the Board to eliminate any supermajority voting thresholds in the company charter and bylaws and adopt a simple majority-of-votes-cast standard for all stockholder-approved actions. The proponent frames supermajority requirements as entrenchment devices that reduce firm value and cites academic research and examples of strong shareholder support at other companies for similar proposals. Management opposes the measure, arguing the company already practices strong governance and that a small number of narrow supermajority provisions protect foundational corporate matters (e.g., amendments to charter provisions on voting rights, board composition/powers, and significant transactions) and serve legitimate purposes; the Board contends eliminating them could enable activism by short-term holders and undermine long-term shareholder value. The Board recommends voting AGAINST, emphasizing existing shareholder protections, annual director elections, majority voting in uncontested director elections, and other governance practices, and asserts the proposal is unnecessary and not in the long-term best interests of stockholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Kohlberg Kravis Roberts Co. L.P. | 13.74% | 15,652,032 | $1.2B |
| 2 | Artisan Partners Limited Partnership | 5.77% | 6,573,023 | $484M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 5.64% | 6,423,167 | $473M |
| 4 | STATE STREET CORP | 3.84% | 4,378,981 | $323M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.68% | 4,194,920 | $309M |
| 6 | FMR LLC | 3.50% | 3,989,412 | $294M |
| 7 | AMERICAN CENTURY COMPANIES INC | 3.16% | 3,594,359 | $265M |
| 8 | Palestra Capital Management LLC | 3.00% | 3,412,667 | $252M |
| 9 | Southpoint Capital Advisors LP | 2.81% | 3,200,000 | $236M |
| 10 | BlackRock, Inc. | 2.66% | 3,028,333 | $223M |
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