8 nominees · 3 ballot items.
Elect eight directors; ratify Deloitte & Touche LLP as independent auditors; advisory (non-binding) approval of executive compensation.
Elect eight directors to serve until the 2027 Annual Meeting of Stockholders.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Proposal asks shareholders to cast a non-binding advisory vote approving the Company’s named executive officer compensation as disclosed in the proxy. Management seeks endorsement to validate its compensation program, which emphasizes at-risk elements and alignment with company performance, and has recently revised its compensation framework to increase performance-based equity and operational metrics. The Board recommends approval and will consider the vote outcome when setting future pay. Context includes prior say-on-pay results and subsequent changes to the executive compensation program in response to stockholder feedback; the vote does not bind the Company but functions as important investor feedback on pay-for-performance alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.0% | 19,638,399 | $1.1B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.8% | 18,384,243 | $991M |
| 3 | STATE STREET CORP | 2.1% | 14,240,118 | $767M |
| 4 | BlackRock, Inc. | 1.7% | 11,500,242 | $620M |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.5% | 9,894,687 | $533M |
| 6 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.3% | 8,582,962 | $462M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.1% | 7,510,418 | $403M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 1.1% | 7,347,472 | $388M |
| 9 | D. E. Shaw Co., Inc.Activist | 1.0% | 6,390,905 | $344M |
| 10 | BlackRock, Inc. | 0.9% | 6,261,658 | $337M |
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