Not independent
Tenure on this board
0.3 yrs
1 nominee · 2 ballot items.
Election of eight directors; nonbinding advisory approval of named executive officer compensation (Say-on-Pay).
Elect eight director nominees named in the proxy statement to serve until the 2027 annual meeting.
Nonbinding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
This management proposal requests a nonbinding advisory approval of the company’s named executive officer compensation as disclosed in the proxy statement (the Say-on-Pay vote). Management seeks this affirmation to provide stockholder feedback and to comply with Section 14A of the Securities Exchange Act. The board recommends a vote FOR, citing prior affirmative results and that Valhi and NLKW intend to vote FOR; the proposal is advisory and not binding on the board or management and abstentions count as negative while broker non-votes are not counted. The proposal’s context includes that named executive officers are employed by Contran and compensated via an intercorporate services agreement (ISA), the company did not grant equity awards to named executives, and executive compensation is determined largely through ISA charges and discretionary bonuses; the board believes these practices are reasonable and consistent with prior shareholder approval trends. A vote FOR signals stockholder support for current compensation policies; a vote AGAINST could prompt the board to review compensation practices or enhance disclosures, but would not directly alter compensation. Given Valhi and NLKW control ~81% of shares and intend to vote FOR, the likely outcome is approval; the board’s recommendation is supported by previous favorable SAY-ON-PAY results and the board’s conclusion that compensation policies align with long-term stockholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 2.60% | 2,989,692 | $20M |
| 2 | Boston Partners | 2.60% | 2,986,036 | $20M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 0.84% | 970,205 | $6M |
| 4 | Bank of New York Mellon Corp | 0.67% | 766,658 | $5M |
| 5 | BlackRock, Inc. | 0.63% | 725,399 | $5M |
| 6 | BlackRock, Inc. | 0.52% | 603,200 | $4M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 0.50% | 579,432 | $4M |
| 8 | STATE STREET CORP | 0.44% | 506,809 | $3M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.42% | 484,102 | $3M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 0.27% | 306,869 | $2M |
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