Independent
Tenure on this board
13.4 yrs
Also a director at
Urban Edge Properties (UE)Ollie's Bargain Outlet Holdings Inc (OLLI)
9 nominees · 3 ballot items.
Election of nine directors; Ratification of KPMG LLP as independent auditors; Advisory (non-binding) vote to approve executive compensation.
Election of nine directors to hold office until the next annual meeting; Board recommends voting FOR each nominee.
Ratify appointment of KPMG LLP as the Company’s independent registered public accountants for 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory say-on-pay proposal asks stockholders to approve, on a non-binding basis, the Company’s named executive officer compensation as disclosed in the CD&A and related tables. Management seeks shareholder approval to validate the design and outcomes of its pay-for-performance program, which emphasizes variable pay tied to quantitative measures (annual CapEx Cash Flow and ROIC for annual incentives; three-year Adjusted EBITDAre and relative TSR for performance-based long-term incentives) and time-based RSUs for retention. The Culture and Compensation Committee engages an independent consultant, benchmarks against peers and uses formulaic payout schedules with caps and recoupment policies to mitigate excessive risk. The Board recommends a FOR vote, citing historically strong shareholder support (e.g., ~88% approval in 2025) and believing the program aligns executive interests with stockholders through significant equity-based compensation and rigorous goal-setting and oversight.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.75% | 59,903,002 | $1.1B |
| 2 | COHEN STEERS, INC. | 8.05% | 55,124,367 | $1.1B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.30% | 43,152,140 | $827M |
| 4 | STATE STREET CORP | 6.20% | 42,444,994 | $822M |
| 5 | BlackRock, Inc. | 4.09% | 28,029,609 | $537M |
| 6 | BlackRock, Inc. | 3.51% | 24,058,631 | $461M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.49% | 17,022,841 | $326M |
| 8 | SG Americas Securities, LLC | 2.01% | 13,755,486 | $264M |
| 9 | Invesco Ltd. | 1.95% | 13,358,011 | $256M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.68% | 11,503,560 | $220M |
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