Independent
Tenure on this board
11.4 yrs
10 nominees · 3 ballot items.
Elect ten directors; advisory vote to approve executive compensation (say-on-pay); ratify appointment of independent auditors for 2026; transact other business as may properly come before the meeting.
Elect ten directors named in the proxy to serve until the next annual meeting and until their successors are elected.
A non-binding, advisory 'say-on-pay' vote to approve the company's named executive officer compensation as disclosed in the proxy statement.
This management proposal asks shareholders to approve, on a non-binding advisory basis, the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management seeks affirmation of its compensation practices, which emphasize performance-based cash awards and performance-based restricted stock units to align executives’ interests with long-term shareholder value, and include safeguards such as negative discretion, caps, and a clawback policy. The board recommends a FOR vote, citing strong historical shareholder support (average 95% approval over the last five years and 94% approval in 2025) and belief that the program attracts and retains senior leadership, emphasizes long-term performance, discourages excessive risk-taking, and aligns pay with shareholder interests. This vote is advisory only; the board will consider the outcome when setting future compensation but is not bound by it. Key contexts include recent leadership transitions and special SAR awards in 2025 to retain and incentivize executives, PRSUs with performance vesting, and the company’s compensation governance controls. The board’s recommendation is grounded in its view that the program’s structure, oversight by an independent Compensation Committee, and governance safeguards justify shareholder support.
Ratify Deloitte & Touche LLP as the company’s independent auditors for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 5.27% | 10,849,569 | $1.2B |
| 2 | STATE STREET CORP | 3.82% | 7,858,745 | $839M |
| 3 | JPMORGAN CHASE CO | 3.54% | 7,292,762 | $772M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.43% | 7,059,318 | $754M |
| 5 | BlackRock, Inc. | 2.90% | 5,962,573 | $636M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.32% | 4,770,318 | $507M |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.86% | 3,836,221 | $409M |
| 8 | BlackRock, Inc. | 1.80% | 3,712,159 | $396M |
| 9 | CITADEL ADVISORS LLC | 1.71% | 3,509,463 | $375M |
| 10 | GOLDMAN SACHS GROUP INC | 1.64% | 3,376,062 | $360M |
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