Independent
Tenure on this board
3.4 yrs
10 nominees · 3 ballot items.
Stockholders are being asked to (1) elect ten directors nominated by the Board, (2) cast a non-binding advisory vote to approve executive compensation (say-on-pay), and (3) ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.
Elect ten directors named in the proxy statement to serve until the 2027 annual meeting (or until their successors are elected and qualified).
Non-binding advisory ("say-on-pay") vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement (CD&A, compensation tables, and related narrative).
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s disclosed executive compensation program for its named executive officers. Management is seeking this annual advisory approval to confirm that its pay philosophy—centered on pay-for-performance, a substantial portion of compensation at risk, and a balance of annual cash incentives and long-term equity (PSUs and RSUs)—is acceptable to investors. The proxy discloses that roughly 90% of the CEO’s and 78% of other NEOs’ target compensation was 'at risk' in 2025 and describes specific plan mechanics (AIP financial metrics of net sales and adjusted EBIT, PSUs measured on revenue growth, adjusted EBITDA growth, and working capital). Company context increases the proposal’s significance: the CEO is new (joined mid-2024), received an enhanced one-time long-term award for retention, and 2025 included the company’s first revenue growth since 2021 alongside operational changes and a strategy shift. The Board frames the vote as advisory and reiterates it will consider stockholder feedback when setting future pay, noting prior strong say-on-pay support (over 96% in 2025). Counterpoints implied in the proxy include instances where prior PSUs paid out at 0% due to performance shortfalls and the one-time enhanced CEO award, which may raise governance and alignment questions for some investors. The Board’s recommendation to vote FOR is justified by its view that the program links pay to corporate performance, promotes retention and accountability, and is calibrated to support management’s transformation plan. For a sophisticated evaluation, the material shows that while incentive structures are designed to align with long-term value creation, pay outcomes have been sensitive to recent operating performance and management turnover, making the advisory vote a key signal to the Board on investor tolerance for the program’s structure and recent adjustments.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm to audit the consolidated financial statements and internal control over financial reporting for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | First Eagle Investment Management, LLC | 10.62% | 4,508,926 | $517M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 3.88% | 1,647,725 | $189M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.86% | 1,639,991 | $188M |
| 4 | BlackRock, Inc. | 3.29% | 1,396,053 | $160M |
| 5 | LAZARD ASSET MANAGEMENT LLC | 3.24% | 1,374,460 | $157M |
| 6 | Sumitomo Mitsui Trust Group, Inc. | 3.18% | 1,350,328 | $155M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 2.68% | 1,138,725 | $130M |
| 8 | Neuberger Berman Group LLC | 1.99% | 844,398 | $97M |
| 9 | BlackRock, Inc. | 1.98% | 839,642 | $96M |
| 10 | STATE STREET CORP | 1.93% | 819,259 | $94M |
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