Independent
Tenure on this board
7.5 yrs
Also a director at
Nrg Energy Inc (NRG)
11 nominees · 4 ballot items.
Election of eleven Directors; Advisory approval of executive compensation (say-on-pay); Approval of the Fifth Amended and Restated 2019 Stock Award and Incentive Plan; Ratification of KPMG LLP as independent registered public accounting firm for 2026.
Election of eleven nominees to serve one-year terms on the Board of Directors.
Advisory (non-binding) vote to approve Named Executive Officers’ compensation as disclosed in the proxy.
This proposal asks shareholders to cast a non-binding advisory vote to approve the company’s 2025 executive compensation as described in the CD&A and compensation tables. Management seeks this vote annually to gauge shareholder support for pay practices; the board recommends a FOR vote citing alignment of pay with performance, significant variable compensation, use of performance metrics (Adjusted EBITDA, Adjusted EBITDA Margin, Strategic Factors, and long-term metrics such as Adjusted EPS, Free Cash Flow Conversion, and Relative TSR), stock ownership guidelines, clutch governance features (clawback, no hedging/pledging), and independent consultant review. Context includes recent strong financial results in 2025 (revenue, adjusted EBITDA growth), an 80% prior say-on-pay approval in 2025, and robust incentive program design (leadership multipliers, AIP and GEB LTIP structures) that the board sees as aligning management and shareholder interests. The advisory nature means it is not binding but guides Compensation Committee decisions; a negative vote would likely trigger shareholder engagement and potential program changes.
Approve an increase of 1,022,000 shares to the shares reserved under the 2019 Stock Award and Incentive Plan (raising total to 2,574,482) and related plan amendments.
The proposal requests shareholder approval to increase and further amend the company’s long-standing equity incentive plan by 1,022,000 shares, bringing the total authorized under the plan to 2,574,482 shares. Management frames the increase as necessary to attract, retain and motivate employees and non-employee directors and to align their interests with shareholders, noting that current available shares would otherwise be exhausted by 2027 under current grant practices. The Compensation Committee considered dilution, run-rate, overhang, and sought independent advice in setting the request; the 3‑year run-rate has averaged about 1.31% and proposed increase would represent about 2.2% incremental dilution. The plan imposes per‑participant limits (250,000 shares/participant per year for performance awards and options and $15M cap on cash awards), 1‑year minimum vesting (with 5% carve-out), and prohibits repricing without shareholder approval. The board recommends FOR, arguing this is consistent with retaining competitive equity programs while managing dilution. Investor concerns typically focus on dilution, governance safeguards, and pay‑for‑performance linkages; here the plan includes performance metrics, anti‑repricing provisions, clawback language, and limits intended to mitigate those concerns. The proposal triggers typical governance trade-offs: enabling competitive long‑term incentives against additional potential shareholder dilution; management’s strong defenses are explicit but shareholders will weigh overhang projections, historical run‑rate, and plan governance protections when deciding.
Ratify KPMG LLP as JLL’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.37% | 4,348,270 | $1.3B |
| 2 | BlackRock, Inc. | 5.81% | 2,695,805 | $820M |
| 3 | FMR LLC | 4.78% | 2,215,734 | $674M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.54% | 2,106,984 | $641M |
| 5 | EdgePoint Investment Group Inc. | 4.11% | 1,905,011 | $580M |
| 6 | STATE STREET CORP | 3.14% | 1,456,865 | $443M |
| 7 | BlackRock, Inc. | 2.96% | 1,374,085 | $418M |
| 8 | MORGAN STANLEY | 2.60% | 1,206,663 | $367M |
| 9 | ARIEL INVESTMENTS, LLC | 2.11% | 978,289 | $298M |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.89% | 878,471 | $267M |
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