Independent
Tenure on this board
9.0 yrs
9 nominees · 3 ballot items.
Election of 9 directors; Ratification of PwC as independent auditor for 2026; Advisory (non-binding) vote to approve executive compensation; and transaction of other business as may properly come before the meeting.
Elect nine individuals to serve as directors for one-year terms expiring at the 2027 Annual Meeting.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The advisory proposal requests shareholders to approve, on a non-binding basis, the Company’s executive compensation for 2025 as disclosed in the proxy statement, including the Compensation Discussion and Analysis and the compensation tables. Management is seeking shareholder approval to reaffirm its pay-for-performance philosophy, which emphasizes long-term equity-based incentives (PRSUs and RSUs), balanced annual incentives tied to Free Cash Flow and Adjusted EBITDA excluding special items, and robust governance practices such as clawbacks, stock ownership guidelines, and no hedging or pledging. The Board recommends approval, citing strong 2025 financial performance, alignment of metrics with strategic objectives, and active shareholder engagement; it will consider the advisory vote results when setting future compensation. The proposal is non-binding but serves as an important governance signal to the Compensation and Benefits Committee and the Board.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.51% | 26,056,750 | $6.0B |
| 2 | BlackRock, Inc. | 4.81% | 19,230,615 | $4.4B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.63% | 18,535,288 | $4.3B |
| 4 | STATE STREET CORP | 4.58% | 18,321,062 | $4.2B |
| 5 | JPMORGAN CHASE CO | 3.99% | 15,966,465 | $3.6B |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.71% | 14,851,097 | $3.4B |
| 7 | FMR LLC | 3.05% | 12,184,070 | $2.8B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.58% | 10,330,213 | $2.4B |
| 9 | BlackRock, Inc. | 2.19% | 8,767,649 | $2.0B |
| 10 | JANUS HENDERSON GROUP PLC | 1.90% | 7,595,751 | $1.7B |
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