Not independent
Tenure on this board
15.6 yrs
8 nominees · 3 ballot items.
Three proposals: (1) Elect eight directors to the Board; (2) Ratify Ernst & Young LLP as independent auditors for fiscal 2026; (3) Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers (say-on-pay).
Elect eight directors (Gregory L. Christopher, Elizabeth Donovan, William C. Drummond, Gary S. Gladstein, Scott J. Goldman, John B. Hansen, Terry Hermanson, and Charles P. Herzog, Jr.) to serve until the next annual meeting or until their successors are elected and qualified.
Approve the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis and related tables).
This proposal asks stockholders to cast a non-binding, advisory vote approving the Company’s disclosed compensation for its named executive officers (NEOs). Management seeks shareholder endorsement to validate its compensation philosophy and program, which emphasizes a pay-for-performance approach that ties significant compensation to company operating income and adjusted EBITDA metrics through annual cash incentives and multi-year performance-based restricted stock awards. The committee highlights that most NEO pay is variable and ‘‘at risk,’’ with annual bonuses linked to consolidated operating income targets and long-term equity awards cliff-vesting based on adjusted EBITDA performance over multi-year reference periods to promote retention. The Board and Compensation Committee argue that these structures align executive interests with long-term stockholder value, encourage retention in a competitive industry, and reward sustained operational and financial performance. The vote is advisory and non-binding, but management will consider the outcome in future compensation decisions; the Company notes prior strong stockholder support (approximately 85% in 2025). Key contextual considerations include substantial 2025 performance (record operating income and strong cash generation), extended vesting schedules and acceleration provisions on change-in-control or death/disability, and discretion retained by the committee in setting targets and awards. Potential stockholder concerns include high CEO pay levels and large equity accelerations on certain termination events; management emphasizes clawback/recovery policies, bans on hedging/pledging, and robust performance metrics to mitigate misalignment. The Board recommends a FOR vote on the basis that the compensation program appropriately balances pay-for-performance incentives, retention needs, and governance safeguards while remaining responsive to stockholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.06% | 6,698,764 | $742M |
| 2 | FIRST TRUST ADVISORS LP | 5.06% | 5,594,217 | $620M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.50% | 4,974,802 | $551M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.45% | 4,922,677 | $545M |
| 5 | AQR CAPITAL MANAGEMENT LLC | 4.36% | 4,824,049 | $530M |
| 6 | STATE STREET CORP | 3.17% | 3,499,899 | $388M |
| 7 | BlackRock, Inc. | 3.13% | 3,458,996 | $383M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.32% | 2,565,741 | $284M |
| 9 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 1.91% | 2,109,729 | $234M |
| 10 | GOLDMAN SACHS GROUP INC | 1.84% | 2,038,424 | $226M |
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