Independent
Tenure on this board
12.3 yrs
2 nominees · 3 ballot items.
Election of two directors; Ratification of PricewaterhouseCoopers LLP as independent auditor; Advisory (non-binding) vote to approve named executive officers’ compensation.
Re-election of Peter T. Kong and Jon A. Olson to serve as directors until the 2027 Annual Meeting.
Ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending October 3, 2026.
This proposal asks shareholders to ratify the Audit Committee’s appointment of PwC as independent auditor for fiscal 2026, a routine governance practice. Management is seeking shareholder approval primarily as a matter of good corporate governance and to confirm the Audit Committee’s selection. The Audit Committee appointed PwC and will reconsider if shareholders do not ratify. The proposal is routine (auditor ratification), historically non-controversial, and the board recommends a vote FOR. The voting standard is a majority of votes cast; abstentions and broker non-votes have no effect. Given PwC’s role and disclosed fees, institutional investors typically support auditor ratifications unless independence concerns arise; the company states fees and pre-approval policies indicating oversight of auditor independence.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion & Analysis and accompanying tables.
This management proposal seeks a non-binding advisory approval of the Company’s executive compensation (say-on-pay) as disclosed in the CD&A and compensation tables. Management frames the program as pay-for-performance, emphasizing use of Net Income, Operating Margin, and rTSR metrics, and notes strong prior-year shareholder support (98.21% in 2025). The Committee and board will consider the advisory vote in future compensation decisions but are not bound by it. The proposal clarifies compensation design features — performance-based PSUs tied to relative TSR against the GICS Index, cash incentives tied to NI and OM, stock ownership guidelines, clawback policy, and no repricing of options — to justify the program’s alignment with shareholder interests. The board recommends a FOR vote, highlighting previous shareholder approval and engagement efforts; the vote’s non-binding nature means implementation risks are low but the outcome guides future governance and compensation adjustments.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.97% | 5,742,955 | $377M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.75% | 2,487,256 | $163M |
| 3 | STATE STREET CORP | 3.86% | 2,019,526 | $133M |
| 4 | Point72 Asset Management, L.P.Activist | 3.76% | 1,969,464 | $129M |
| 5 | BlackRock, Inc. | 3.34% | 1,746,229 | $115M |
| 6 | Capital International Investors | 3.33% | 1,744,923 | $115M |
| 7 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.98% | 1,559,155 | $102M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.25% | 1,175,128 | $77M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.12% | 1,109,133 | $73M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.08% | 1,090,103 | $72M |
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