Not independent
Tenure on this board
8.4 yrs
9 nominees · 4 ballot items.
Election of nine directors; advisory vote to approve named executive officer compensation (Say-on-Pay); ratification of Ernst & Young LLP as independent auditors for 2026; stockholder proposal to require an independent Board chairman (proposed by John Chevedden).
Annual election of nine director nominees to hold office for a one-year term until the 2027 Annual Meeting.
Advisory (non-binding) annual vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This non-binding management proposal asks stockholders to approve the Company’s executive compensation as disclosed in the CD&A and related tables. Management seeks affirmation that its pay-for-performance philosophy and compensation design align management incentives with stockholder interests; the Compensation Committee reports that compensation links pay to performance via annual incentives and long-term PSUs, RSUs, and cash LTIP awards tied to TSR, ROIC, and Free Cash Flow. The board recommends FOR because it believes the disclosures demonstrate appropriate alignment, market-based target setting, independent oversight by the Compensation Committee and robust governance (clawbacks, no repricing, stock ownership requirements). The vote is advisory but periodic results inform future decisions and engagement with investors; management notes that over 92% supported Say-on-Pay in 2025, indicating strong investor support. The proposal is routine for corporate governance and does not bind the company, but a negative vote typically triggers outreach and potential compensation design changes.
Ratify the Audit Committee’s appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for 2026.
A stockholder proposal (filed by John Chevedden) requesting the Board adopt a policy to separate the roles of Chairman and CEO and have an independent Board Chairman, amending governing documents as necessary.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 14.12% | 32,555,588 | $19.7B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.10% | 14,065,488 | $8.5B |
| 3 | BlackRock, Inc. | 3.71% | 8,550,294 | $5.2B |
| 4 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.10% | 7,152,309 | $4.3B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.31% | 5,330,585 | $3.2B |
| 6 | BlackRock, Inc. | 1.93% | 4,460,550 | $2.7B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.92% | 4,420,436 | $2.7B |
| 8 | MORGAN STANLEY | 1.66% | 3,829,386 | $2.3B |
| 9 | Capital World Investors | 0.81% | 1,870,753 | $1.1B |
| 10 | Invesco Ltd. | 0.74% | 1,698,516 | $1.0B |
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