Independent
Tenure on this board
7.6 yrs
10 nominees · 4 ballot items.
Election of 10 directors; Ratification of PricewaterhouseCoopers LLP as independent auditors for 2026; Advisory (say-on-pay) vote to approve named executive officers’ compensation; Approval of the Amended and Restated Stock-Based Award Plan (adding shares, eliminating single-trigger vesting, and setting director compensation limits).
Election of ten directors to serve one-year terms expiring at the 2027 Annual Meeting.
Ratify appointment of PricewaterhouseCoopers LLP as independent auditors for 2026.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote approving the company’s executive compensation disclosure and program for the named executive officers (NEOs). Management seeks shareholder endorsement as a governance signal reflecting alignment between pay and performance; the Board recommends a “FOR” vote, citing pay-for-performance design, significant variable compensation, and responsiveness to shareholder feedback (including adoption of a formulaic short-term incentive and disclosure of thresholds and maximums). The advisory vote does not alter compensation directly but informs the Board’s future decisions; high prior approval (94.8% in 2025) demonstrates shareholder support. The proposal is routine in modern proxy practice but remains material for governance and engagement; investors will weigh detailed CD&A disclosures showing robust short- and long-term incentive structures (PSUs weighted 55%, RSUs 45%), clawback policy, stock ownership guidelines, and linkages between TSR/Adjusted EBITDA and payouts. The Board’s recommendation emphasizes historical alignment between compensation paid and strong financial results in 2025, while critics could point to significant payouts in 2025 (e.g., PSUs paid at 217% for 2023-2025 cycle) as potential overpayment concerns; management addresses this by noting exceptional company performance and safeguards like capped PSU payouts if TSR negative and a Resilience Scorecard. Overall, the Board argues that the program appropriately rewards long-term value creation while retaining flexibility to respond to shareholder feedback.
Approve amended and restated plan adding 1.2 million shares, removing default single-trigger vesting, and setting limits on non-employee director compensation.
This management proposal requests shareholder approval to amend and restate the company's long-standing equity incentive plan to add 1.2 million shares to the reserve, eliminate automatic single-trigger vesting in change-of-control events, and impose a $750,000 annual cap on non-employee director compensation (with limited exceptions up to $1,000,000). Management frames the amendment as necessary to maintain competitive equity compensation for attraction and retention, align executives and directors with long-term shareholder value, and manage dilution prudently. The elimination of single-trigger vesting addresses shareholder governance concerns by generally requiring termination of employment in connection with a change-of-control for accelerated vesting, limiting windfalls. The director pay cap and other plan provisions (minimum vesting periods, limits on repricing/backdating, no evergreen feature) are presented as governance best practices. The Board unanimously recommends approval, emphasizing low historical burn rates (~0.21–0.23%), committee administration by independent directors, and protective clawback and anti- repricing mechanisms. Sponsors will argue the plan balances talent retention with shareholder protections, while potential critics may focus on the share increase and possible dilution, requesting stronger disclosure on long-term burn rate modeling and performance hurdles.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 3,917,383 | $2.3B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 3,160,444 | $1.9B |
| 3 | STATE STREET CORP | 4.8% | 2,877,568 | $1.7B |
| 4 | PRINCIPAL FINANCIAL GROUP INC | 3.3% | 1,991,533 | $1.2B |
| 5 | Aristotle Capital Management, LLC | 3.3% | 1,955,100 | $1.2B |
| 6 | BlackRock, Inc. | 3.2% | 1,895,256 | $1.1B |
| 7 | BANK OF AMERICA CORP /DE/ | 3.1% | 1,880,673 | $1.1B |
| 8 | VICTORY CAPITAL MANAGEMENT INC | 2.7% | 1,637,147 | $964M |
| 9 | FMR LLC | 2.6% | 1,570,808 | $925M |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.3% | 1,402,074 | $825M |
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