Independent
Tenure on this board
10.9 yrs
Also a director at
Colgate Palmolive Co (CL)American Airlines Group Inc (AAL)Autodesk Inc (ADSK)
10 nominees · 4 ballot items.
Election of 10 directors; Advisory (non-binding) approval of named executive officer compensation; Approval of Amended and Restated 2020 Omnibus Incentive Plan (increase share reserve and administrative changes); Ratification of PwC as independent auditors for 2026.
Elect ten director nominees to hold office until the 2027 Annual Meeting.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding proposal asks stockholders to approve the Company’s named executive officers’ compensation as described in the proxy. Management seeks shareholder endorsement of its pay-for-performance approach which emphasizes at-risk and equity-based pay, and includes PSUs and RSUs with performance metrics tied to TSR, Organic Net Sales CAGR, and Free Cash Flow. The Compensation Committee explains that program design aligns pay with long-term stockholder interests and that recent say-on-pay support was strong (approx. 96% in 2025). A vote FOR supports management’s compensation philosophy; a vote AGAINST would signal stockholder dissent but would not be binding, though the Committee will consider results in future program design. The context includes recent leadership changes, retention awards tied to a proposed separation that was paused, and significant equity-based incentives with caps designed to moderate maximum payouts relative to market practice. The Board recommends FOR because it believes compensation aligns pay with performance and supports retention and alignment with stockholders.
Approve the Amended and Restated 2020 Omnibus Incentive Plan which increases share authorization by 34,000,000 shares and makes administrative changes.
Management is asking shareholders to approve an amendment to the company’s 2020 Omnibus Incentive Plan to increase the share reserve by 34 million shares (to 70 million total) and to make related administrative updates. The board contends approval is needed to continue granting equity awards used for recruiting/retention and to comply with Nasdaq rules. The company discloses its historical burn rate (three-year average approx. 0.53%), the expected five-year duration of the requested share pool, and the effect on dilution (potential dilution would rise from ~2.2% to ~5.1% if approved). The plan contains typical limits (per-participant caps, non-employee director limits) and anti-dilution/adjustment provisions; it prohibits repricing without shareholder approval. The Board recommends FOR, reasoning that the plan supports long-term incentives, retention, and alignment with stockholders while the requested number of shares is reasonable given historical usage and competitive needs.
Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BERKSHIRE HATHAWAY INC | 27.46% | 325,634,818 | $7.3B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.60% | 54,543,960 | $1.2B |
| 3 | STATE STREET CORP | 3.92% | 46,480,954 | $1.0B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.41% | 40,441,581 | $910M |
| 5 | BlackRock, Inc. | 2.55% | 30,236,087 | $680M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.33% | 27,606,813 | $620M |
| 7 | Invesco Ltd. | 1.75% | 20,799,022 | $468M |
| 8 | BlackRock, Inc. | 1.49% | 17,671,052 | $397M |
| 9 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 1.29% | 15,268,339 | $343M |
| 10 | BlackRock, Inc. | 1.06% | 12,604,358 | $283M |
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