Independent
Tenure on this board
4.2 yrs
8 nominees · 4 ballot items.
Elect eight directors; ratify PricewaterhouseCoopers LLP as independent registered public accounting firm; provide an advisory (Say-on-Pay) vote to approve Named Executive Officer compensation; and approve the amendment and restatement of the Flexible Stock Plan (increasing the share reserve and making other plan changes).
Elect eight directors to hold office until the 2027 Annual Meeting (one-year terms).
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) Say-on-Pay vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This proposal asks shareholders to cast an advisory (non-binding) vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the proxy statement. Management (the HRC Committee and the Board) seeks shareholder approval primarily as an annual endorsement of its compensation philosophy and practices, which emphasize pay-for-performance through a mix of cash and equity, multiple performance metrics, incentive caps, clawbacks and robust stock ownership requirements. The proxy notes strong historical shareholder support (over 90% historically, 95% in 2025), which management cites as validation of its approach. The vote is non-binding, but the Board and HRC Committee state they will consider the result when making future compensation decisions. Key elements of the compensation program include a high proportion of at-risk pay for executives, PSUs tied to three-year EBITDA and ROIC (with a TSR multiplier), RSUs with multi-year vesting, and an annual cash incentive linked to adjusted EBITDA and cash flow. Management argues these features align executive incentives with both short-term operational results and long-term shareholder value while including safeguards against excessive risk (diversified metrics, caps, clawbacks, minimum vesting). The Board recommends a vote FOR because it believes the program attracts and retains executive talent and aligns management actions with shareholder interests. Given the advisory nature of the vote, a FOR result provides a clearer mandate for the Board’s compensation framework, while a negative result would signal shareholder concerns that the HRC Committee would need to evaluate and address.
Approve the 2026 amendment and restatement of the Flexible Stock Plan to increase the share reserve by 4,000,000 shares (to ~8.2 million available), extend the plan term, add a non-employee director annual compensation limit, add a CEO holding requirement for net shares from option/SAR exercises, and make other updates and clarifications.
This proposal asks shareholders to approve the Board’s recommended amendment and restatement of the Flexible Stock Plan (the “2026 Restatement”), which would increase the shares available for future awards by 4.0 million (to about 8.2 million), extend the plan term by one year, add a $750,000 annual compensation limit for non-employee directors, and add a requirement for the CEO to hold net shares received from option or SAR exercises for at least one year. Management seeks this approval to ensure the Company has a sufficient and modernized equity plan to attract, retain and motivate employees and leaders across a multi-year horizon while preserving governance protections. The filing highlights the Company’s historical burn rate (three-year average 1.10%) and current overhang calculations and discloses that adding the new shares would increase overhang to about 9.47%, providing transparency on potential dilution. The Restatement retains investor-friendly features such as a mandatory minimum one-year vesting for most awards, double-trigger vesting on a change in control, prohibitions on repricing and cash buyouts of underwater options without shareholder approval, no evergreen provision, and clawback authority. The amendment also formalizes limits on director compensation and strengthens CEO share-holding to better align executive incentives with long-term shareholder interests. The HRC Committee (which administers the Plan) and the Board argue that approval is critical to maintain equity-based retention and incentive programs and that the Plan’s design balances recruiting needs with shareholder protections. The Board recommends a FOR vote; if shareholders do not approve, the 2025 Plan would remain in effect and the additional shares and amendments would not be implemented.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.0% | 14,981,306 | $148M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.9% | 12,207,453 | $121M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 5,774,879 | $57M |
| 4 | STATE STREET CORP | 4.1% | 5,564,806 | $55M |
| 5 | BlackRock, Inc. | 3.2% | 4,301,168 | $42M |
| 6 | Forest Avenue Capital Management LP | 2.7% | 3,702,389 | $37M |
| 7 | Quantinno Capital Management LP | 2.2% | 3,023,884 | $30M |
| 8 | Alyeska Investment Group, L.P. | 2.0% | 2,735,737 | $27M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 2,708,922 | $27M |
| 10 | Invenomic Capital Management LP | 1.6% | 2,158,533 | $21M |
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