Independent
Tenure on this board
8.2 yrs
Also a director at
Nvr Inc (NVR)
11 nominees · 4 ballot items.
Elect eleven director nominees; advisory approval of named executive officer compensation (say-on-pay); ratify Ernst & Young LLP as independent auditors for fiscal 2026; and consider a shareholder proposal to allow holders of 10% (or lowest state-law percentage) to call a special meeting without a holding period.
Elect eleven incumbent directors named in the proxy to serve for one-year terms expiring at the 2027 Annual Meeting.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of the named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This is a non-binding advisory 'say-on-pay' proposal asking shareholders to approve the Company’s disclosed compensation for named executive officers. Management seeks this shareholder input annually to validate its compensation philosophy, which it describes as pay-for-performance with a high proportion of at-risk and performance-based awards (performance share units, options, RSUs and annual incentives) aligned with financial measures such as adjusted free cash flow, adjusted EBIT, revenue and segment operating margin and multi-year performance metrics (EPS, ROIC and Relative TSR). The Compensation Committee emphasizes that executive pay decisions are made by independent directors; in 2025 the Committee applied program features and limited discretionary adjustments, including a notable +31% individual adjustment for the CEO tied to strategic execution and a first-of-its-kind proposed partnership with the Department of War. The proxy discloses shareholder engagement following a 2025 say-on-pay result of 74% support and describes program changes for 2026 (e.g., TSR payout structure realignment, simplification of AIP metrics) undertaken in response to shareholder feedback. Management frames the advisory vote as a way for shareholders to express their view on whether pay practices properly align with Company performance and strategy, while retaining that the vote is non-binding and will be considered by the Committee in future pay decisions. The Board recommends FOR because it believes the program attracted and retained leadership, incentivized performance in 2025 (resulting in strong financial outcomes), maintained robust governance safeguards (clawback policy, stock ownership guidelines, independent consultant), and made responsive changes following shareholder engagement. Investors evaluating the proposal should consider the documented linkages between measured performance and payouts, the disclosures of discretionary adjustments and the Committee’s recent responsiveness to voting trends, balanced against shareholder concerns reflected in the lower-than-historical say-on-pay support in 2025.
Ratification of EY as the independent registered public accounting firm for fiscal 2026.
Shareholder proposal asking the Board to amend governing documents to allow holders of a combined 10% (or the lowest state-law percentage) of outstanding common stock, without any holding-period requirement, to call a special shareholder meeting (including virtual meetings).
The proponent (John Chevedden) asks the Company to amend governing documents to allow holders of a combined 10% (or the lowest state-law percentage) of outstanding common stock to call a special shareholder meeting without any minimum holding period, arguing that recent purchasers who performed due diligence should be able to compel timely meetings and that virtual meeting technology reduces logistical burdens. This is a structural governance change intended to lower the shareholder ownership threshold and remove the one-year holding requirement currently imposed by L3Harris. Management counters that existing charter and by‑law provisions already permit special meetings when holders of 25% of shares continuously for one year so request it, and that the 25%/one-year standard balances responsiveness to genuine long-term shareholder concerns with protection against opportunistic or short-term activist actions. The Board contends that a 10% threshold is below market practice (noting 25% is common among S&P 500 peers), risks enabling a small minority to impose costly and distracting special meetings, and would reduce incentives to build broad shareholder support or engage constructively with management. Company‑specific context includes a recent say‑on‑pay vote (25% opposed in 2025) that the Board addressed through outreach and compensation program changes; the Board points to existing robust shareholder engagement and governance mechanisms as alternatives to the requested change. For investors assessing the merits, key trade-offs are the potential for increased shareholder empowerment and faster corrective action versus heightened risk of frequent, expensive, and strategically disruptive special meetings called by small or short-term holders. The Board recommends voting against the proposal because it believes the requested changes would lower governance standards and potentially harm long‑term shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 12,135,236 | $4.2B |
| 2 | Capital World Investors | 5.9% | 11,011,608 | $3.8B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 9,549,945 | $3.3B |
| 4 | STATE STREET CORP | 4.7% | 8,844,691 | $3.1B |
| 5 | BlackRock, Inc. | 4.4% | 8,142,509 | $2.8B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 4,710,150 | $1.6B |
| 7 | BlackRock, Inc. | 2.2% | 4,063,640 | $1.4B |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 2.1% | 3,981,590 | $1.4B |
| 9 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.9% | 3,470,376 | $1.2B |
| 10 | WELLS FARGO COMPANY/MN | 1.7% | 3,215,251 | $1.1B |
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