Independent
Tenure on this board
6.0 yrs
9 nominees · 4 ballot items.
Elect nine directors; advisory vote to approve named executive officer compensation; ratify Deloitte & Touche LLP as independent auditor; and transact other business properly brought before the meeting.
Election of nine director nominees to hold office until the next annual meeting and until their successors are elected and qualified; majority voting standard in uncontested election; nominees recommended by the Board and Nominating & Governance Committee.
Non-binding, advisory vote asking shareholders to approve the compensation of named executive officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis and compensation tables.
The advisory Say-on-Pay proposal asks shareholders to approve, on a non-binding basis, the 2025 compensation of the named executive officers as disclosed in the Proxy Statement, including the CD&A and summary compensation tables. Management supports the proposal and emphasizes alignment of pay with performance through a mix of base salary, annual cash incentives tied to financial, operational and strategic goals, and long-term equity awards (PSUs and Service RSUs) tied to ROE and rTSR, with caps and clawback policies. The Compensation Committee reviews peer benchmarking and stockholder feedback, and will consider the vote outcome when making future decisions; although non-binding, a negative result could prompt program changes. Relevant context includes recent leadership transitions (CEO change), updates to incentive metrics for 2026 (replacing rTSR with a customer affordability metric for PSUs), and strong prior shareholder support (over 94% in 2025). The Board recommends a vote FOR and cites its Compensation Committee’s process, stockholder engagement, and risk assessment as rationale.
Stockholder ratification of Deloitte as the independent auditor for fiscal year 2026; Audit Committee appointed Deloitte; disclosure of audit fees and confirmation of auditor independence and pre-approval policies.
Authorize proxy holders to vote on any other matters properly presented at the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ATLAS Infrastructure Partners (UK) Ltd. | 10.83% | 4,532,084 | $266M |
| 2 | BlackRock, Inc. | 9.33% | 3,904,902 | $229M |
| 3 | ANTIPODES PARTNERS Ltd | 5.38% | 2,249,029 | $132M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.03% | 1,687,253 | $99M |
| 5 | COHEN STEERS, INC. | 3.84% | 1,607,964 | $94M |
| 6 | STATE STREET CORP | 3.42% | 1,431,151 | $84M |
| 7 | Cerity Partners LLC | 3.13% | 1,309,679 | $77M |
| 8 | SOROS FUND MANAGEMENT LLC | 2.94% | 1,228,747 | $72M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.79% | 1,169,078 | $69M |
| 10 | BlackRock, Inc. | 2.76% | 1,154,049 | $68M |
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