Independent
Tenure on this board
2.0 yrs
11 nominees · 3 ballot items.
Election of 11 directors; Ratification of Deloitte & Touche LLP as independent auditor; Non-binding advisory vote to approve executive compensation (Say-on-Pay).
Re-election of 11 incumbent directors to serve until the 2027 annual meeting.
Ratify the selection of Deloitte & Touche LLP as the company’s independent auditor for 2026.
Advisory, non-binding vote to approve the compensation of the company’s Named Executive Officers as disclosed in the proxy statement (Say-on-Pay).
The proposal asks shareholders to approve, on a non-binding advisory basis, the compensation of the company’s Named Executive Officers as disclosed in the proxy. Management seeks shareholder approval as required under Exchange Act Section 14A; the vote is advisory and informs the MDCC’s future decisions. The CD&A details the company’s pay-for-performance philosophy, use of AIP and LTIP (now 100% PSUs based on relative TSR), and other governance features such as clawbacks, anti-hedging, and stock ownership requirements. Management recommends FOR, citing alignment with shareholder returns and robust governance features; it notes the vote is non-binding but considered seriously. The context includes the company’s transformation, DS Smith acquisition and planned separation, and compensation changes in 2025 including inducement grants for leadership transitions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital Research Global Investors | 14.82% | 78,495,599 | $2.8B |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 9.14% | 48,418,890 | $1.7B |
| 3 | Capital International Investors | 6.93% | 36,671,683 | $1.3B |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 6.48% | 34,324,735 | $1.2B |
| 5 | STATE STREET CORP | 5.82% | 30,810,312 | $1.1B |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.72% | 24,999,814 | $892M |
| 7 | BlackRock, Inc. | 4.61% | 24,390,708 | $871M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.30% | 12,163,346 | $432M |
| 9 | BlackRock, Inc. | 2.03% | 10,743,069 | $384M |
| 10 | FRANKLIN RESOURCES INC | 1.36% | 7,226,376 | $258M |
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