Independent
Tenure on this board
0.8 yrs
11 nominees · 3 ballot items.
Elect 11 directors; ratify Ernst & Young LLP as independent auditors for 2026; and approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Elect the 11 nominees named in the Proxy Statement to serve as directors until the 2027 Annual Meeting of Stockholders.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement ("say-on-pay").
This non-binding advisory proposal asks shareholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy, i.e., the Compensation Discussion & Analysis and related tables. Management seeks this advisory approval to confirm stockholder support for the program design and ongoing pay-for-performance alignment. The Company’s program emphasizes variable, performance-based pay: a high proportion of NEO target pay is at-risk (approximately 90% for the CEO in 2025 and 78% for other NEOs), with annual long‑term incentives split between performance stock units (PSUs) and restricted stock units (RSUs). In 2025 the Compensation Committee made targeted design changes—most notably moving certain PSU metrics for the 2025–2027 cycle to annual goals for adjusted EPS growth and free cash flow % of net sales—to maintain rigor amid commodity and market volatility, while retaining relative TSR as a three‑year measure. The proxy also discloses one‑time, transition‑related actions (e.g., Mr. Tanner’s sign‑on PSUs/RSUs and retention awards for certain executives and a retention payment to the former CEO) that the company characterizes as extraordinary and outside the regular annual programs; the Compensation Committee conducted stockholder outreach after a decline in say‑on‑pay support and concluded investor concerns were primarily linked to the former CEO’s amended employment arrangements rather than the ongoing program design. The Board’s recommendation to vote FOR is based on governance features (clawback policy, double‑trigger change‑in‑control protections, stock ownership guidelines), peer benchmarking, and the Committee’s view that incentive metrics and payouts reflect company performance (e.g., 2025 OHIP payout at ~165% of target driven by net sales, and 2023–2025 PSUs paid at ~70.3% of target based on performance). Although advisory and non‑binding, the Board states it will consider the vote outcome in future compensation decisions. For a sophisticated investor evaluating the proposal, key considerations include the distinction between recurring program design (pay‑for‑performance features and governance safeguards) and one‑time transition awards, demonstrated alignment of actual payouts with disclosed metrics, and the Company’s active stockholder engagement following the prior say‑on‑pay vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.7% | 9,626,691 | $2.0B |
| 2 | STATE STREET CORP | 3.6% | 7,320,055 | $1.5B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.6% | 7,204,428 | $1.5B |
| 4 | BlackRock, Inc. | 2.6% | 5,319,304 | $1.1B |
| 5 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.1% | 4,298,750 | $894M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 3,713,579 | $769M |
| 7 | BlackRock, Inc. | 1.6% | 3,172,020 | $659M |
| 8 | Capital World Investors | 1.4% | 2,750,000 | $572M |
| 9 | ROYAL BANK OF CANADA | 1.2% | 2,515,048 | $523M |
| 10 | Capital Research Global Investors | 1.2% | 2,382,693 | $495M |
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