Independent
Tenure on this board
15.1 yrs
3 nominees · 5 ballot items.
Election of three Class I directors; Ratification of KPMG LLP as independent auditor; Advisory (non-binding) vote on executive compensation (“Say-on-Pay”); Approval of Mohawk’s 2026 Incentive Plan; Stockholder proposal to adopt a majority vote standard for charter/bylaw amendments.
Elect three persons as Class I directors for three-year terms (Karen A. Smith Bogart, Jeffrey S. Lorberbaum, Bernard P. Thiers).
Ratify appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This management proposal requests a non-binding, advisory approval of the company’s named executive officers’ compensation as disclosed in the proxy. Management seeks this vote to gauge stockholder support for its executive pay practices and align compensation philosophy with shareholder interests, emphasizing pay-for-performance through annual and long-term incentive plans tied to EPS, EBITDA, TSR and individual performance. The Compensation Committee outlines that compensation is set with reference to peer market data, and a substantial portion of pay is performance-based and equity-linked to drive alignment. The board recommends FOR the proposal, noting past strong shareholder support (over 91% in 2025) and that the Committee will consider any significant negative vote. The vote is advisory and not binding, but management treats the results seriously in reviewing compensation practices and may adjust programs if warranted.
Approve the Mohawk Industries, Inc. 2026 Incentive Plan to replace the 2017 Incentive Plan and authorize up to 3,500,000 shares for future awards with governance safeguards.
The management proposal seeks shareholder approval to adopt a new 2026 Incentive Plan replacing the 2017 Plan and authorizing up to 3.5 million shares (adjusted for post-2025 grants) for future equity awards. Management argues the new plan is necessary to maintain competitive equity grants and includes governance protections: no evergreen replenishment, anti-repricing, limits on director compensation, minimum vesting rules, double-trigger change-in-control protections, and restricted dividend equivalents on unearned awards. The Board recommends a FOR vote, citing historical burn rates, overhang analysis, and a projected multi-year share runway, and notes the Compensation Committee will administer the plan. The summary should be read in conjunction with the full plan text in Annex B for specifics on administration, eligibility, and tax treatment.
Stockholder proposal requesting the Board to amend charter and bylaws to replace any voting requirement greater than a simple majority with a majority-of-votes-cast standard and eliminate supermajority provisions.
This shareholder proposal, submitted by John Chevedden, asks the Board to remove all supermajority voting standards in the company’s charter and bylaws and adopt a majority-of-votes-cast standard for all matters, arguing supermajority provisions entrench management and can be detrimental to performance. The proponent cites academic research and prior high-support shareholder votes at other companies. Management opposes, noting Mohawk’s only supermajority provision relates narrowly to amendments regarding the number of directors and the classified board and contends the higher threshold protects minority shareholders from activist influence by large holders. The Board recommends voting AGAINST and outlines governance practices and rationale to retain the current targeted supermajority.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.4% | 4,530,561 | $446M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 7.0% | 4,259,383 | $416M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.0% | 3,077,695 | $303M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.5% | 2,755,304 | $271M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 2,331,608 | $230M |
| 6 | BRANDES INVESTMENT PARTNERS, LP | 3.2% | 1,941,549 | $191M |
| 7 | JPMORGAN CHASE CO | 3.1% | 1,880,577 | $179M |
| 8 | STATE STREET CORP | 2.8% | 1,707,792 | $168M |
| 9 | ARIEL INVESTMENTS, LLC | 2.8% | 1,687,615 | $166M |
| 10 | BlackRock, Inc. | 2.3% | 1,382,696 | $136M |
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