Independent
Tenure on this board
1.8 yrs
Also a director at
Carmax Inc (KMX)
11 nominees · 3 ballot items.
Election of directors; Ratification of independent auditors; Advisory (non-binding) approval of executive compensation (Say-on-Pay).
Elect the listed nominees to the Board of Directors to serve until the next annual meeting.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
Proposal asks shareholders to ratify the Audit Committee’s selection of Deloitte & Touche LLP for 2026; management seeks approval as good practice though not required, citing prior year auditing service and Audit Committee oversight of independence; Board recommends FOR to reflect confidence in auditor’s performance and to give shareholders a voice, but notes audit committee retains discretion to change auditors if needed.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed, reflecting the Board’s compensation philosophy emphasizing performance-based pay, a mix of Relative TSR PSUs and RSUs in long-term incentives, and a Compensation Adjusted EBITDAR financial target for annual bonuses. Management seeks approval to validate its program after engagement with major stockholders and citing changes such as shifting Relative TSR peer group to S&P 1500 Hotels, Restaurants and Leisure Index, increasing weighting on Compensation Adjusted EBITDAR, and other governance practices (clawbacks, no single-trigger golden parachutes). The Board recommends FOR, noting results will inform future decisions though vote is non-binding.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DAVIS SELECTED ADVISERS | 9.5% | 24,295,338 | $899M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.7% | 12,086,083 | $447M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.2% | 8,297,147 | $307M |
| 4 | STATE STREET CORP | 2.7% | 6,991,696 | $259M |
| 5 | Invesco Ltd. | 2.4% | 6,028,604 | $223M |
| 6 | BlackRock, Inc. | 2.2% | 5,672,771 | $210M |
| 7 | Corvex Management LPActivist | 2.1% | 5,347,978 | $198M |
| 8 | GOLDENTREE ASSET MANAGEMENT LP | 1.9% | 4,771,865 | $177M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 4,453,767 | $165M |
| 10 | Point72 Asset Management, L.P.Activist | 1.7% | 4,262,249 | $158M |
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