Independent
Tenure on this board
7.1 yrs
Also a director at
Jbt Marel Corp (JBTM)Marzetti Co (MZTI)
10 nominees · 5 ballot items.
Elect ten directors; advisory approval of executive compensation (say-on-pay); ratify Ernst & Young LLP as independent auditors; approve amendment to 2025 Equity Incentive Plan to increase share reserve; approve amendment to Certificate of Incorporation to permit stockholders holding 20% and continuous one‑year ownership to call special meetings.
Elect ten director nominees to serve until the 2027 annual meeting.
Non-binding, advisory approval of the compensation of the company’s named executive officers (say‑on‑pay).
This is an annual, non-binding 'say-on-pay' advisory vote asking shareholders to approve compensation disclosed for named executive officers for 2025, including the CD&A and compensation tables. Management seeks endorsement to validate its pay-for-performance approach after a poor 2025 say-on-pay result (40% support); the Compensation Committee engaged in extensive shareholder outreach, retained FW Cook, and defended the use of certain 2024 special retention performance-based PSU grants while noting such awards are unlikely to pay given subsequent financial performance. The board recommends 'FOR' to reflect the committee’s view that executive pay is aligned with performance and that recent governance responses and enhanced disclosure address investor concerns. A vote against would signal continued shareholder dissatisfaction and could lead the Compensation Committee to take further changes; a vote for is advisory and not binding, but the board will consider results when setting future compensation.
Ratify Ernst & Young LLP as the independent registered public accounting firm for 2026.
Approve amendment to increase authorized shares under the 2025 Equity Incentive Plan by 1,500,000 shares.
Management requests shareholder approval to increase the 2025 Equity Incentive Plan reserve by 1,500,000 shares (to 3,295,000) to support future equity grants for executives, employees and directors. The board argues equity awards are essential for retention and alignment and that without the increase the company would need to shift to cash-based compensation or alter its compensation philosophy. The filing discloses expected impact on dilution (fully-diluted overhang ~5% as of March 3, 2026), proposed governance limits (no liberal recycling, dividend restrictions on unvested awards, minimum exercise price, no repricing without shareholder approval, non-automatic single-trigger vesting on change in control, limits on annual non-employee director awards), and typical anti-dilution adjustments. The request follows the company’s historical use of PSUs and RSAs, and will support anticipated grants for non-employee directors and employees for approximately one year under current assumptions. The amendment is time-limited (plan terminates April 30, 2035) and includes standard tax and Section 409A compliance language. Approving the amendment maintains the company’s ability to issue equity incentives but entails shareholder dilution and may affect earnings per share; investors must weigh the retention and alignment benefits against dilution and potential overhang.
Amend Certificate of Incorporation to allow stockholders holding at least 20% of voting power with one-year continuous ownership to call special meetings, subject to bylaw procedures and restrictions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.69% | 4,529,180 | $604M |
| 2 | Capital World Investors | 6.14% | 3,199,346 | $426M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 5.44% | 2,835,221 | $378M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.36% | 2,790,971 | $372M |
| 5 | FMR LLC | 4.45% | 2,317,026 | $309M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.43% | 2,310,230 | $308M |
| 7 | VICTORY CAPITAL MANAGEMENT INC | 3.75% | 1,956,199 | $261M |
| 8 | STATE STREET CORP | 3.32% | 1,730,441 | $231M |
| 9 | TWO SIGMA INVESTMENTS, LP | 2.59% | 1,350,695 | $180M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.47% | 1,288,631 | $172M |
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