Independent
Tenure on this board
3.0 yrs
2 nominees · 3 ballot items.
Election of two Class III directors; Advisory (non-binding) vote to approve named executive officer compensation (‘Say-on-Pay’); Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Election of two Class III directors for one-year terms expiring at the 2027 annual meeting.
Non-binding advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
The proposal requests a non-binding advisory approval of the company’s named executive officers’ compensation as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis and compensation tables. Management and the compensation committee argue the program aligns pay with performance, with a substantial portion of compensation at risk and tied to measurable financial and safety targets, long-term PSUs tied to TSR relative to peers and Adjusted EBITDA margin growth, and features that discourage excessive risk (clawback policy, stock ownership, balanced pay mix). The board recommends a vote FOR; it will consider the advisory vote when making future compensation decisions but the vote is non-binding. The context includes a strong pay-for-performance design, independent compensation consultant engagement, and prior high shareholder support (95% approval in 2025).
Ratify the audit committee’s appointment of Deloitte & Touche LLP as the company’s independent auditors for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 7.76% | 4,403,973 | $360M |
| 2 | BlackRock, Inc. | 7.69% | 4,362,843 | $356M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.83% | 2,742,086 | $224M |
| 4 | Capital World Investors | 4.66% | 2,643,484 | $216M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 2,545,890 | $208M |
| 6 | STATE STREET CORP | 3.62% | 2,057,169 | $168M |
| 7 | BAILLIE GIFFORD CO | 3.35% | 1,902,460 | $155M |
| 8 | BlackRock, Inc. | 3.32% | 1,882,829 | $154M |
| 9 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 3.13% | 1,775,969 | $145M |
| 10 | Capital Research Global Investors | 3.10% | 1,758,368 | $144M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.