Not independent
Tenure on this board
10.0 yrs
9 nominees · 3 ballot items.
Election of nine directors; advisory (non‑binding) approval of named executive officer compensation for 2025 (say-on-pay); and ratification of KPMG LLP as independent registered public accounting firm for 2026.
Elect nine nominees to the Board of Directors to hold office for a one‑year term expiring at the 2027 Annual Meeting.
Advisory, non‑binding vote to approve the compensation paid to the Company’s named executive officers for fiscal year 2025.
This advisory proposal asks shareholders to approve, on a non‑binding basis, the compensation paid to the Company’s named executive officers for 2025 as disclosed in the proxy statement. Management seeks this approval to validate the Compensation Committee’s design and implementation of pay practices that emphasize pay‑for‑performance, with a mix of annual and long‑term incentives tied to Consolidated Adjusted EBITDA, distributable cash flow metrics, ATSR, safety, ESG, and strategic milestones. The Board recommends FOR, arguing the program aligns executives’ interests with long‑term shareholder value, includes governance safeguards (clawback, stock ownership guidelines, no hedging/pledging), and reflects strong 2025 company performance including higher EBITDA, DCF and operational achievements. As an advisory vote, it will not be binding, but the Board will consider results when making future compensation decisions.
Ratify appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.4% | 9,324,645 | $2.6B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 9,150,289 | $2.6B |
| 3 | STATE STREET CORP | 3.0% | 6,194,544 | $1.8B |
| 4 | BlackRock, Inc. | 2.8% | 5,775,282 | $1.6B |
| 5 | BlackRock, Inc. | 2.3% | 4,920,818 | $1.4B |
| 6 | CANADA PENSION PLAN INVESTMENT BOARD | 1.9% | 4,074,529 | $1.2B |
| 7 | MORGAN STANLEY | 1.8% | 3,762,191 | $1.1B |
| 8 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 1.8% | 3,689,935 | $1.0B |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 3,377,844 | $955M |
| 10 | FMR LLC | 1.5% | 3,223,453 | $915M |
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