Not independent
Tenure on this board
58.4 yrs
10 nominees · 4 ballot items.
Elect ten directors; advisory approval of named executive officer compensation (say-on-pay); ratify KPMG as independent registered public accounting firm; vote on shareholder proposal to appoint an independent board chair.
Elect the ten director nominees named in the proxy statement to serve until the next annual meeting.
An advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the named executive officers as disclosed in the proxy statement. Management seeks shareholder endorsement to validate its pay-for-performance program, which emphasizes relative financial metrics, PSUs with multi-year performance periods, and strong governance features. The Compensation Committee reports substantial at-risk compensation levels for executives and notes investor engagement informing program adjustments. The Board recommends a vote for, citing alignment with shareholder interests, rigorous goal setting, clawbacks, and stock ownership guidelines. As an advisory vote, results will be considered by the Committee and Board for future compensation decisions but will not be binding.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Shareholder proposal requesting the Board adopt a policy requiring separate individuals to serve as Chair and CEO and that the Chair be an independent director.
The shareholder proposal, submitted by John Chevedden, requests that the Board adopt a policy requiring the Chair be an independent director and that the roles of Chair and CEO be held by separate individuals, arguing this will improve governance, oversight, and shareholder confidence. The proponent cites company performance metrics, reputational incidents, and customer complaints as rationale. Management opposes the proposal, arguing the Company already separates Chair and CEO, values flexibility in leadership selection, and relies on a strong Lead Independent Director and other governance measures to provide oversight. The Board further contends that a rigid requirement could deprive it of flexibility to select the most suitable Chair and that current governance practices and recent company performance demonstrate the adequacy of their leadership structure.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ABRAMS CAPITAL MANAGEMENT, L.P. | 10.9% | 2,490,534 | $622M |
| 2 | HARRIS ASSOCIATES L P | 8.6% | 1,956,637 | $489M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.8% | 1,314,572 | $328M |
| 4 | BlackRock, Inc. | 5.6% | 1,283,142 | $320M |
| 5 | FMR LLC | 5.5% | 1,257,947 | $314M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 1,154,703 | $288M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 1,058,904 | $264M |
| 8 | BlackRock, Inc. | 3.5% | 796,801 | $199M |
| 9 | STATE STREET CORP | 3.5% | 788,570 | $197M |
| 10 | River Road Asset Management, LLC | 2.9% | 652,815 | $163M |
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