Independent
Tenure on this board
0.5 yrs
10 nominees · 7 ballot items.
Elect four directors; advisory approval of executive compensation (say-on-pay); ratify PwC as auditors; approve three management charter amendments (limit officer liability; move advance notice provisions to bylaws; enable shareholder right to call special meetings); and vote on stockholder Proposal 7 to allow shareholders to call special meetings (10% threshold).
Elect directors Gary A. Coombe, Aine L. Denari, Christopher A. O’Herlihy and Charles K. Stevens to the Board for one-year terms.
Non-binding advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the named executive officers as disclosed in the proxy statement. Management seeks shareholder endorsement to confirm alignment between executive pay and company performance, citing a pay-for-performance structure with annual cash bonuses tied to operating profit and net sales, LTIP metrics including cumulative EPS, ROIC and rTSR, and changes to RSU design to be forward-looking. The board recommends a FOR vote, noting prior strong shareholder support (around 91% in 2025) and ongoing shareholder engagement informing compensation design; the recommendation emphasizes that the vote is advisory but will be considered by the Compensation Committee in future decisions.
Ratify PricewaterhouseCoopers LLP as the company’s independent auditors for 2026.
Approve amendments to the Certificate of Incorporation to limit the monetary liability of certain officers to the fullest extent permitted by Delaware law (DGCL Section 102(b)(7)); simplifies director exculpation language.
Amend the Certificate to remove advance notice provisions for stockholder nominations and allow the Board to move and revise the advance notice timing and information requirements in the Bylaws (changing to 90–120 day windows).
Amend the Certificate to permit adoption of a shareholders’ right to call special meetings; contingent Bylaw amendment would allow shareholders owning 25% of voting power, with one-year continuous ownership, to request Board to call a special meeting, subject to procedural and informational requirements and exclusion criteria.
Proposal 6 asks shareholders to approve a charter amendment enabling the Board to adopt a shareholder right to call special meetings and contemplates a bylaw implementing a 25% ownership-and-one-year holding requirement for shareholders to request a special meeting, with detailed procedural and informational requirements and exclusions. Management is seeking approval to expand shareholder rights while setting a relatively high ownership threshold (25%) to limit frivolous or burdensome special meetings; the Board recommends FOR, arguing the threshold balances shareholder access with protection from undue disruption and notes 25% is common among S&P 500 firms.
Stockholder proposal (John Chevedden) requesting the company amend governing documents to allow shareholders owning 10% of outstanding common stock to call a special shareholder meeting, without ownership period requirement.
Shareholder Proposal 7 requests that the company amend its governing documents to allow shareholders holding 10% of outstanding common stock to call a special meeting without ownership-period restrictions, arguing this strengthens accountability and is supported at peer companies; management opposes and has offered Proposal 6 to enable a 25%/one-year threshold instead. The dispute centers on balancing shareholder rights and responsiveness versus the risk of disruptive or costly special meetings; management emphasizes a higher 25% threshold and procedural protections to avoid opportunistic use, while the proponent cites precedents and recent company underperformance as justification for easier shareholder access.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.6% | 13,224,747 | $798M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.1% | 12,351,666 | $746M |
| 3 | STATE STREET CORP | 4.9% | 9,959,319 | $601M |
| 4 | HARRIS ASSOCIATES L P | 4.2% | 8,442,141 | $510M |
| 5 | BlackRock, Inc. | 3.6% | 7,336,243 | $443M |
| 6 | VAN ECK ASSOCIATES CORP | 2.9% | 5,842,483 | $353M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 4,697,996 | $282M |
| 8 | BlackRock, Inc. | 2.1% | 4,151,172 | $251M |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 2.0% | 4,028,959 | $243M |
| 10 | Boston Partners | 1.9% | 3,920,147 | $237M |
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