Independent
Tenure on this board
1.1 yrs
Also a director at
Yum Brands Inc (YUM)Procter & Gamble Co (PG)
9 nominees · 3 ballot items.
Election of nine directors for one-year terms; advisory (non-binding) approval of executive compensation ('say on pay'); and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.
Elect nine nominees (Brett Biggs, Francesca M. Edwardson, Sharilyn S. Gasaway, Thad Hill, Bryan Hunt, Persio Lisboa, John N. Roberts, III, James L. Robo, and Shelley Simpson) to serve one-year terms as directors until the 2027 Annual Meeting or until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (commonly known as 'say on pay').
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy materials. Management seeks this vote to obtain shareholder feedback on its pay practices and to confirm that compensation programs for named executive officers (NEOs) — including base salary, a performance-tied annual cash bonus (weighted to operating income, revenue excluding fuel surcharges, and safety), and long-term restricted share unit awards tied to relative ROIC and time-based vesting — are aligned with shareholder interests. The Compensation Committee emphasizes that a significant portion of executive pay is at risk and linked to both short-term operating performance and multi-year ROIC-based awards, and it uses an independent compensation consultant and a peer group to benchmark pay. The Board recommends a FOR vote, arguing the program is competitive, supports retention and succession, and has delivered strong shareholder-aligned incentives; it also commits to consider the advisory vote outcome in future compensation decisions. Potential concerns include the non-binding nature of the vote, the use of complex multi-metric performance targets (which can obscure the marginal effect of individual metrics), and the sizeable discretionary elements in setting equity awards and payout matrices. The Company’s recent history of high shareholder support for pay and the Compensation Committee’s ongoing benchmarking and adjustments (e.g., shifting ROIC weighting and vesting structures) provide context that management views as mitigating risk. An analyst should weigh the alignment between realized pay and actual performance (see Pay Versus Performance disclosure), the robustness and transparency of performance targets and peer selection, and the potential governance implications of future discretionary adjustments. Overall, the proposal is a routine advisory mechanism for shareholder feedback; a strong FOR vote would reinforce management’s approach, while a weak outcome would signal shareholder dissatisfaction and likely prompt Compensation Committee engagement and potential changes to program design.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the 2026 calendar year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.19% | 4,889,563 | $1.0B |
| 2 | AQR CAPITAL MANAGEMENT LLC | 4.20% | 3,959,342 | $828M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.07% | 3,836,381 | $813M |
| 4 | STATE STREET CORP | 4.03% | 3,799,804 | $805M |
| 5 | JANUS HENDERSON GROUP PLC | 4.01% | 3,781,702 | $801M |
| 6 | BlackRock, Inc. | 2.64% | 2,491,150 | $528M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.97% | 1,860,665 | $393M |
| 8 | BlackRock, Inc. | 1.67% | 1,576,941 | $334M |
| 9 | DZ BANK AG Deutsche Zentral Genossenschafts Bank, Frankfurt am Main | 1.40% | 1,315,710 | $279M |
| 10 | DZ BANK AG Deutsche Zentral Genossenschafts Bank, Frankfurt am Main | 1.28% | 1,207,533 | $256M |
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