Independent
Tenure on this board
19.6 yrs
8 nominees · 3 ballot items.
Elect eight directors; ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2027; and approve, by non-binding advisory vote, the compensation of the named executive officers (say-on-pay).
Elect eight nominated directors (James A. Faulconbridge, Patrick H. Hawkins, Mary J. Schumacher, Jeffrey E. Spethmann, Daniel J. Stauber, Yi "Faith" Tang, James T. Thompson and Jeffrey L. Wright) each to hold office until the next annual meeting.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Hawkins, Inc.’s independent registered public accounting firm for the fiscal year ending March 28, 2027.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This proposal requests an advisory (non-binding) approval of the company’s named executive officer compensation as disclosed in the proxy. Management seeks shareholder endorsement to validate its compensation philosophy, which it states is designed to attract and retain executives, align pay with company performance through a mix of base salary, short-term cash incentives tied to income before income taxes and, for certain officers, business unit measures, and long-term performance-based restricted stock units. The Compensation Committee emphasizes pay-for-performance features: annual non-equity incentives tied to specified corporate and business-unit targets with threshold and maximum payout structures, and performance-based restricted stock units settled in restricted shares subject to multi-year vesting and corporate-transaction/change-in-control provisions. Management also highlights governance safeguards such as independent committee oversight, use of an independent compensation consultant, clawback policy, and a prior strong shareholder advisory vote (approximately 96% support in 2025) to argue that the program is effective and appropriate. The Board recommends a vote "FOR" because it believes the program aligns officers’ interests with shareholders, balances short- and long-term incentives, and supports retention and continuity of leadership. A vote in favor is non-binding but will be considered by the Compensation Committee in future decisions; a vote against would signal shareholder disapproval and could prompt the Committee to reassess program design, metrics, or governance practices. Company-specific context includes use of income before income taxes as the primary corporate performance metric (with segment operational metrics for two executives), recent adjustments to actual performance for acquisition and other items, and payout outcomes for fiscal 2026 (98% of target for corporate measures; 119% for certain business-unit payouts). The proposal is primarily governance/compensation-related rather than regulatory or transactional, and the Board frames it as consistent with past shareholder sentiment and with the company's long-term incentive strategy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.5% | 2,185,167 | $336M |
| 2 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 5.9% | 1,238,536 | $190M |
| 3 | STATE STREET CORP | 5.0% | 1,043,806 | $160M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 851,642 | $131M |
| 5 | BlackRock, Inc. | 2.8% | 585,909 | $90M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.5% | 524,680 | $81M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 2.3% | 484,761 | $74M |
| 8 | WASATCH ADVISORS LP | 2.3% | 469,672 | $72M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 449,412 | $69M |
| 10 | BOWEN HANES CO INC | 1.8% | 380,520 | $58M |
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