Independent
Tenure on this board
0.8 yrs
11 nominees · 3 ballot items.
Election of 11 directors; advisory (non-binding) approval of Named Executive Officer compensation (“Say on Pay”); and ratification of PwC as independent registered public accounting firm for 2026.
Election of 11 director nominees to serve one-year terms.
Non-binding advisory vote approving the compensation of the Named Executive Officers as disclosed in the Proxy Statement.
This proposal requests a non-binding, advisory approval of the compensation paid to the company’s Named Executive Officers as disclosed in the CD&A and compensation tables. Management seeks shareholder endorsement of its pay-for-performance compensation design, which emphasizes short-term incentives tied to adjusted EPS and free cash flow and long-term incentives with performance shares tied to relative sales growth, adjusted operating profit margin, and relative TSR, as well as stock appreciation rights and restricted shares. The Board recommends a vote FOR, citing alignment with shareholder interests, robust governance (independent compensation consultant, clawback policy, stock ownership guidelines), and strong prior shareholder support (approximately 90% in 2025). Although advisory, the Compensation Committee will consider the outcome when making future compensation decisions. The proposal is routine in the current governance climate but encapsulates ongoing shareholder engagement, peer benchmarking, and the Board's emphasis on linking pay to performance through multi-year metrics that reflect strategic priorities; escalation or opposition could signal shareholder dissatisfaction with compensation outcomes or governance, potentially prompting program changes.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.54% | 3,458,236 | $1.7B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.07% | 2,678,576 | $1.3B |
| 3 | STATE STREET CORP | 4.38% | 2,314,063 | $1.1B |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 3.82% | 2,017,130 | $990M |
| 5 | BlackRock, Inc. | 3.10% | 1,639,324 | $804M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.34% | 1,237,214 | $604M |
| 7 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 2.22% | 1,173,943 | $576M |
| 8 | BlackRock, Inc. | 2.04% | 1,080,229 | $530M |
| 9 | DEUTSCHE BANK AG\ | 1.58% | 832,388 | $408M |
| 10 | Bank of New York Mellon Corp | 1.48% | 780,322 | $383M |
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