Independent
Tenure on this board
4.4 yrs
10 nominees · 3 ballot items.
Elect ten directors; ratify Ernst & Young LLP as independent auditors for 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Say-on-Pay).
Elect ten directors to serve until the 2027 annual meeting.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Non-binding advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding, advisory vote to approve the Company’s executive compensation program as disclosed in the proxy statement. Management seeks this advisory approval as part of routine corporate governance and as required by Section 14A of the Exchange Act to solicit stockholder feedback on pay practices. The Company’s compensation framework emphasizes pay-for-performance, with short-term Annual Incentive Awards (AIAs) tied primarily to adjusted operating income and individual performance, and long-term incentives (PSUs, RSUs, stock options) tied to multi-year adjusted diluted EPS performance and time-based vesting to align executives with long-term shareholder value. Notably, the Compensation Committee used an independent consultant (FW Cook) to benchmark pay, set performance metrics, and structure awards; the committee also maintains clawback provisions, stock ownership guidelines, and double-trigger change-in-control vesting to mitigate undue risk and promote alignment. In 2025 the Company delivered strong financial results (record net sales of $8.29 billion and adjusted operating income above maximum targets), leading to above-target payouts under AIAs and PSUs, which informs management’s position that compensation was merit-based. The advisory vote is non-binding, but the Board intends to consider the vote outcome when designing future compensation arrangements; the proxy discloses that the 2025 say-on-pay received 93.5% support, indicating strong prior stockholder endorsement. Potential governance considerations for sophisticated evaluators include the magnitude and concentration of equity awards to senior executives, the significant role of founders/insiders on the Board and their ownership positions, and the use of non-GAAP measures (adjusted operating income and adjusted diluted EPS) as primary performance metrics. The Board recommends a FOR vote based on the Compensation Committee’s view that the program effectively balances short- and long-term incentives, aligns management with shareholders, uses objective financial performance measures, and incorporates governance safeguards and independent advisor input. Given the Company’s recent performance and existing governance features (clawbacks, ownership guidelines, consultant review), a FOR vote is presented as supporting continued alignment of pay with performance while retaining Board discretion to act on future stockholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.64% | 45,401,591 | $3.3B |
| 2 | STATE STREET CORP | 3.88% | 37,928,752 | $2.7B |
| 3 | ALLIANCEBERNSTEIN L.P. | 2.94% | 28,798,898 | $2.2B |
| 4 | BlackRock, Inc. | 2.42% | 23,620,720 | $1.7B |
| 5 | LOOMIS SAYLES CO L P | 2.33% | 22,811,591 | $1.7B |
| 6 | JPMORGAN CHASE CO | 2.20% | 21,537,163 | $1.5B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.87% | 18,311,863 | $1.3B |
| 8 | BlackRock, Inc. | 1.60% | 15,666,142 | $1.1B |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.60% | 15,639,694 | $1.1B |
| 10 | Invesco Ltd. | 1.19% | 11,665,771 | $845M |
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