Independent
Tenure on this board
7.5 yrs
8 nominees · 3 ballot items.
Stockholders will be asked to (1) elect eight directors for one-year terms, (2) approve an advisory (non-binding) vote on the compensation of named executive officers (Say-on-Pay), and (3) approve and ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for fiscal year 2026.
Elect eight directors to serve a term of one year and until their successors are duly elected and qualified.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative.
This non-binding management proposal asks stockholders to approve the disclosed compensation of the named executive officers (NEOs), providing a direct measure of stockholder support for the Company’s pay practices. Management seeks the advisory vote to solicit stockholder feedback under Dodd-Frank and SEC rules and to demonstrate alignment between executive pay and long‑term stockholder value. The Compensation Committee highlights a pay-for-performance philosophy and recent program changes — notably replacing stock options with performance share units (PSUs) tied to total shareholder return (TSR) and adjusting long-term and annual incentive metrics — as steps to strengthen alignment with stockholders. The filing notes that approximately 76% support was recorded at the prior meeting and that the Board engaged with major stockholders and modified compensation design (including PSU adoption and AIP metric changes) in response to feedback. Although the vote is advisory and non-binding, the Board and Compensation Committee state they will consider the outcome when setting future compensation. Key considerations for evaluating the proposal include the strength of the link between pay and performance (PSUs with relative TSR hurdles and capped payout schedule), the structure and weighting of the Annual Incentive Plan metrics (sales, adjusted EPS, cash flow and business-unit metrics), and governance safeguards (independent compensation consultant, clawback policy, stock ownership requirements). Potential weaknesses include residual subjectivity in individual performance determinations and the non-binding nature of the vote, which limits direct enforcement; supporters argue the recent shift to PSU-based awards materially improves alignment. Given the Board’s articulated rationale and program changes, management recommends a vote FOR the proposal while acknowledging that stockholder feedback remains important and will be acted upon in future compensation design decisions.
Approve and ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.20% | 1,567,077 | $532M |
| 2 | BlackRock, Inc. | 5.44% | 1,376,540 | $467M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.45% | 1,126,270 | $382M |
| 4 | VAN LANSCHOT KEMPEN INVESTMENT MANAGEMENT N.V. | 3.89% | 982,714 | $333M |
| 5 | STATE STREET CORP | 3.05% | 770,900 | $262M |
| 6 | Neuberger Berman Group LLC | 2.93% | 741,183 | $252M |
| 7 | BlackRock, Inc. | 2.89% | 731,262 | $248M |
| 8 | MAIRS POWER INC | 2.87% | 724,710 | $246M |
| 9 | T. Rowe Price Investment Management, Inc. | 2.36% | 596,913 | $203M |
| 10 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 1.81% | 457,166 | $155M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.