Independent
Tenure on this board
1.0 yrs
10 nominees · 3 ballot items.
Shareholders will vote to elect ten directors for one-year terms, ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, and approve on an advisory basis the compensation of the Company’s named executive officers for 2025.
Elect ten members of the Board of Directors to serve one-year terms expiring at the 2027 Annual Meeting of Shareholders.
Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
Approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers for the 2025 performance year as disclosed in this proxy statement.
This non-binding management proposal asks shareholders to approve the Company’s disclosed 2025 executive compensation (the ‘Say on Pay’ vote). Management seeks shareholder endorsement to validate its pay-for-performance framework that combines short-term cash incentives (AIP) and long-term equity awards (PSUs and RSUs) tied to financial and shareholder-return metrics. The Company emphasizes that a meaningful portion of NEO pay is at-risk and performance-based, with 2025 changes to incentive design to emphasize profitable growth, cash generation and margin expansion. Relevant context includes the 2025 AIP metrics (currency-neutral sales growth and EBITDA), the 2023–2025 PSU cycle outcome (0% payout due to unmet thresholds), and the 2025 PSU design tied to EBITDA margin, relative TSR versus S&P 500 Chemicals, and employee engagement. The Board’s recommendation rests on governance safeguards described in the proxy—regular committee oversight, independent consultant input, clawback policies, no tax gross-ups, and alignment with shareholder feedback. Management frames the vote as an important non-binding signal that the Board will consider when setting future pay practices and metrics, while retaining discretion to refine programs in response to performance and investor input. Given the mixed realized outcomes (near-target AIP but zero PSU payout for the completed cycle), the proposal highlights the Board’s commitment to pay outcomes that reflect actual performance rather than guaranteed awards. The recommendation to vote FOR is presented as supporting continuity of the current compensation framework that the Board believes drives long-term shareholder value and executive alignment with strategic priorities.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 14.29% | 36,472,942 | $2.6B |
| 2 | Freemont Capital Pte Ltd | 9.93% | 25,356,381 | $1.8B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.36% | 16,238,225 | $1.2B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.59% | 11,723,231 | $851M |
| 5 | STATE STREET CORP | 4.42% | 11,287,954 | $823M |
| 6 | First Eagle Investment Management, LLC | 3.58% | 9,143,844 | $663M |
| 7 | BlackRock, Inc. | 3.05% | 7,779,431 | $564M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.40% | 6,134,075 | $443M |
| 9 | BlackRock, Inc. | 2.18% | 5,571,884 | $404M |
| 10 | First Pacific Advisors, LP | 2.12% | 5,409,925 | $392M |
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