Independent
Tenure on this board
4.4 yrs
8 nominees · 3 ballot items.
Vote to elect eight directors; ratify Ernst & Young LLP as independent auditors for fiscal 2026; and approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers.
Elect eight directors named in the proxy statement to the Company’s Board of Directors to serve until the 2027 annual stockholders’ meeting and until their successors are elected and qualified.
Ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for fiscal year 2026.
A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (the 'say-on-pay' vote).
This proposal asks stockholders to cast a non-binding, advisory vote approving the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks shareholder approval to validate its compensation philosophy and practices—designed to align executive incentives with Company performance and long-term stockholder value—while preserving flexibility to set pay. The HR and Compensation Committee uses a mix of base salary, short-term incentive cash awards (the STIP and supplementary SSTIP for the CEO), and long-term, performance- and time-based phantom stock unit awards (LTIP and Value Creation PSUs) to motivate and retain executives. The committee engaged an independent compensation consultant and considered peer benchmarking and the Company’s financial and strategic objectives when setting pay levels. The vote is advisory and not binding on the Board, but the Board states it considers the outcome when making future compensation decisions; the Company conducted prior say-on-pay votes and continues to hold the advisory vote annually. Management’s counter-argument to any dissent would emphasize that incentive metrics (notably Adjusted Pretax Income and multi-year cumulative performance measures) tie pay to measurable company performance and that payoff levels reflect achieved results. Company-specific context includes strong fiscal 2025 financial performance (Adjusted Pretax Income exceeded targets), resulting in elevated payouts under short- and long-term programs, and special supplementary awards to incent CEO performance. The Board recommends a FOR vote on the basis that the programs appropriately reward achievement, promote retention, align with stockholder interests, and incorporate governance safeguards such as a clawback policy and independent committee oversight. Investors evaluating the proposal should weigh the non-binding nature of the vote, the transparency of disclosed compensation elements, recent realized payouts and vesting outcomes, and how those outcomes map to the Company’s financial performance and long-term strategy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GENDELL JEFFREY L | 27.7% | 5,524,391 | $2.6B |
| 2 | GENDELL JEFFREY L | 20.6% | 4,106,229 | $2.0B |
| 3 | FMR LLC | 8.7% | 1,743,253 | $831M |
| 4 | GENDELL JEFFREY L | 3.6% | 709,628 | $338M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 2.1% | 427,420 | $204M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 2.0% | 398,929 | $190M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.0% | 392,569 | $187M |
| 8 | FMR LLC | 1.9% | 381,312 | $182M |
| 9 | FIRST TRUST ADVISORS LP | 1.8% | 349,163 | $166M |
| 10 | BlackRock, Inc. | 1.8% | 349,031 | $166M |
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