Independent
Tenure on this board
4.3 yrs
6 nominees · 3 ballot items.
Election of six directors; advisory approval of executive compensation (say-on-pay); ratification of PwC as independent auditors.
Elect six directors (Robert L. Fleshman, Katharine W. Kelley, Stephanie J. Larosiliere, Don H. Liu, W. Wesley McMullan, Robert B. Waldner) to serve until the 2027 annual meeting.
Non-binding advisory vote to approve the company’s executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
The proposal requests a non-binding advisory approval of the compensation of the company's executive officers as disclosed in the proxy statement. Management seeks this advisory vote to satisfy SEC rules and to solicit shareholder feedback on executive pay practices, even though executive officers are employees of the external manager and receive no compensation directly from the company. The board recommends a vote FOR, noting prior strong support (88% in 2025) and explaining that the management fee structure and external management reduce incentives for excessive risk-taking. A vote FOR signals shareholder acceptance of the compensation philosophy and the manager-driven process; a vote against could prompt the board and Compensation Committee to engage and consider changes despite the advisory nature. The vote is routine for governance compliance and holds limited direct operational effect because the company does not itself pay executives.
Ratify appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.2% | 3,939,564 | $32M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 3,375,070 | $27M |
| 3 | BlackRock, Inc. | 2.9% | 2,715,538 | $22M |
| 4 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 2.6% | 2,382,169 | $19M |
| 5 | TWO SIGMA INVESTMENTS, LP | 2.4% | 2,213,915 | $18M |
| 6 | Invesco Ltd. | 2.3% | 2,121,832 | $17M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 1,528,989 | $12M |
| 8 | STATE STREET CORP | 1.5% | 1,405,180 | $12M |
| 9 | D. E. Shaw Co., Inc.Activist | 1.1% | 1,065,656 | $9M |
| 10 | VAN ECK ASSOCIATES CORP | 1.0% | 970,431 | $8M |
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