Miranda Curtis CMG
Independent
Tenure on this board
New nominee
3 nominees · 4 ballot items.
Four proposals: (1) Elect three Class I directors (Miranda Curtis CMG, J David Wargo, Anthony G. Werner); (2) Appoint KPMG LLP as independent registered public accounting firm for 2026 and authorize audit committee to set remuneration; (3) Advisory say-on-pay vote to approve named executive officer compensation; (4) Advisory say-on-frequency vote to select one-, two- or three-year interval for future say-on-pay votes (board recommends "3 YEARS").
Elect Miranda Curtis CMG, J David Wargo and Anthony G. Werner as Class I members of the board until the 2029 Annual General Meeting or until their successors are appointed.
Appoint KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and authorize the board, acting by the audit committee, to determine the auditors’ remuneration.
Advisory, non-binding vote to approve, on an advisory basis, the compensation of the company’s named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, compensation tables and narrative).
This management proposal asks shareholders to cast an advisory (non-binding) vote approving the company’s disclosed compensation for its named executive officers (NEOs). Management is seeking this approval to confirm shareholder support for the company’s pay-for-performance program, which emphasizes long-term, equity-linked incentives (PSUs, RSUs, LGIP units and SARs) and multi-year vesting to align executive interests with sustained shareholder returns. The proxy describes detailed compensation design features — sizable PSU allocations tied to absolute share price performance, LGIP awards linked to the Growth portfolio, annual bonuses tied to revenue and Adjusted EBITDA less P&E additions, and individual and group goals — which the board views as reinforcing long-term value creation and retention. Although the vote is advisory and not legally binding, the board and the compensation committee state they will consider investor feedback and the outcome when setting future pay policies. Context includes prior shareholder engagement (a 2023 advisory approval and a 2020 selection of a three-year voting frequency) and recent company actions (material transactions, refinancing, and a share buyback) that management says justify the current pay structure. The board recommends a vote FOR because it believes the mix of performance metrics, significant equity exposure for executives, clawback policy, share ownership requirements and multi-year vesting create appropriate incentives while limiting inappropriate risk-taking. Key governance context: the compensation committee is composed of independent directors, it uses third-party advisors, and the company provides full disclosure of pay practices and termination/change-in-control provisions. For analysts, the material considerations are that pay is heavily equity-based and linked to both stock performance and adjusted operating metrics, so pay outcomes will be sensitive to share-price volatility and portfolio valuation changes; the advisory nature of the vote means that sustained shareholder opposition would be taken seriously by the board despite the non-binding status.
Advisory, non-binding vote for shareholders to select the frequency (one, two or three years) at which the company will hold future advisory say-on-pay votes; the option receiving the greatest number of votes will be the shareholder-recommended frequency.
This proposal asks shareholders to indicate, on an advisory basis, whether future advisory votes to approve NEO compensation should occur every one, two or three years. Management and the board recommend a three-year frequency, arguing that it better matches the company’s compensation structure which prioritizes multi-year performance awards (PSUs and LGIP) and long-term strategic initiatives, allowing shareholders to evaluate pay outcomes over an appropriate performance cycle. The vote is non-binding, but the option receiving the plurality of votes will be considered the shareholder-recommended frequency; the board may, however, choose a different cadence if it deems that to be in the company’s and shareholders’ best interests. The board’s rationale emphasizes that a three-year cycle reduces overemphasis on single-year outcomes, encourages focus on long-term alignment and reduces administrative burden and proxy vote volatility. For investors, the key trade-off is responsiveness (annual votes enable quicker shareholder feedback) versus stability and alignment with long-term incentives (multi-year votes reduce short-termism). Given the company’s recent adoption of long-term incentive features and the 2020 shareholder preference, the board views three years as appropriate; significant shareholder opposition to the recommendation could prompt additional engagement and potential changes to compensation governance. Analysts should note the practical effect: if three years is chosen, the next say-on-pay advisory vote is expected in 2029, consistent with prior practice.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ACR Alpine Capital Research, LLC | 6.31% | 21,344,901 | $258M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 3.52% | 11,908,784 | $144M |
| 3 | Rubric Capital Management LP | 3.48% | 11,752,855 | $142M |
| 4 | Wolf Hill Capital Management, LP | 2.86% | 9,655,876 | $117M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 2.54% | 8,574,147 | $104M |
| 6 | OAKTREE CAPITAL MANAGEMENT LPActivist | 2.53% | 8,551,191 | $103M |
| 7 | Contour Asset Management LLC | 1.68% | 5,676,278 | $69M |
| 8 | AMERICAN CENTURY COMPANIES INC | 1.45% | 4,894,770 | $59M |
| 9 | RENAISSANCE TECHNOLOGIES LLC | 1.45% | 4,889,854 | $59M |
| 10 | Lancaster Investment Management | 1.26% | 4,255,189 | $51M |
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