Independent
Tenure on this board
10.7 yrs
8 nominees · 3 ballot items.
Election of eight directors; Ratification of RSM US LLP as independent auditor for 2026; Non-binding advisory (say-on-pay) approval of executive compensation.
Elect eight directors to serve until the next annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of RSM US LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026.
Consider and approve a non-binding advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (the ‘say-on-pay’ vote). Management is seeking shareholder approval to confirm support for its executive compensation philosophy and practices, which it describes as designed to attract and retain leadership, align pay with long-term shareholder value, and balance incentives with risk management. The vote is advisory and does not bind the Board, but the Compensation Committee will consider the result when making future pay decisions. The Company discloses that significant elements include base salary, discretionary bonuses, non-equity incentive plan compensation under the MIP, and SARs, with the MIP having specific performance targets for the CEO. Management recommends a vote FOR, arguing that its compensation program appropriately rewards performance and that prior say-on-pay votes were approved by shareholders. The key context includes recurring large MIP payments to the CEO, use of subjective discretionary bonuses, and the Board’s view that pay decisions are consistent with long-term shareholder interests; investors evaluating this proposal should weigh the advisory nature of the vote, the Company’s disclosure of incentive structures and clawback policy, and the potential governance concern of the dual Chairman/CEO role held by Dennis E. Nixon.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.57% | 4,088,172 | $275M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.47% | 3,401,609 | $229M |
| 3 | AMERICAN CENTURY COMPANIES INC | 5.19% | 3,228,578 | $217M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.87% | 3,026,003 | $204M |
| 5 | STATE STREET CORP | 4.22% | 2,624,894 | $177M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.98% | 2,474,514 | $167M |
| 7 | BlackRock, Inc. | 2.94% | 1,830,490 | $123M |
| 8 | Azora Capital LP | 2.11% | 1,312,674 | $88M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.99% | 1,239,825 | $83M |
| 10 | T. Rowe Price Investment Management, Inc. | 1.87% | 1,162,482 | $78M |
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