Independent
Tenure on this board
5.4 yrs
4 nominees · 3 ballot items.
Elect four Class I directors; advisory approval of named executive officer compensation (Say-on-Pay); and ratify appointment of Deloitte & Touche LLP as independent auditors.
Elect four Class I director nominees (Simon Ayat, Arjun Murti, Gale A. Norton, and Cary D. Steinbeck) to serve until the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025.
This management proposal asks shareholders to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for fiscal 2025, as described in the proxy statement. Management is seeking this vote to satisfy Section 14A of the Exchange Act and to obtain stockholder feedback on the Company’s pay practices. The Company’s compensation structure combines base salaries, a performance-based annual incentive program tied to adjusted pre-tax EPS, adjusted ROCE and comparative ROCE versus peers, discretionary components, and long-term equity awards (time-based and performance-based RSUs) to align pay with long-term shareholder interests. The board’s rationale emphasizes pay-for-performance alignment, retention, and competitiveness—targeting approximately the 50th percentile of a peer group—with significant portions of compensation at risk and subject to performance and stock ownership guidelines. The advisory vote is non-binding, but the board will review the outcome and consider it in future compensation decisions. The proposal is routine for SEC purposes only in that it is advisory, but it is treated as a non-routine item under NYSE broker voting rules.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.7% | 17,475,369 | $503M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.4% | 10,521,868 | $303M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.4% | 8,873,479 | $256M |
| 4 | AMERICAN CENTURY COMPANIES INC | 4.7% | 7,699,332 | $222M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 6,992,802 | $201M |
| 6 | STATE STREET CORP | 4.2% | 6,876,807 | $198M |
| 7 | BlackRock, Inc. | 3.1% | 5,007,964 | $144M |
| 8 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.7% | 4,431,125 | $128M |
| 9 | T. Rowe Price Investment Management, Inc. | 2.3% | 3,806,233 | $110M |
| 10 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.1% | 3,403,311 | $98M |
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