Independent
Tenure on this board
7.0 yrs
Also a director at
Packaging Corp Of America (PKG)
12 nominees · 3 ballot items.
Election of 12 directors for one-year terms; ratification of KPMG LLP as independent registered public accounting firm for 2026; and an advisory (say-on-pay) vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement.
Election of 12 directors to serve one‑year terms until the 2027 Annual Meeting of Stockholders.
Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Named Executive Officers as disclosed in the Proxy Statement (the annual 'say-on-pay' vote).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s Named Executive Officer compensation as disclosed in the proxy. Management seeks this annual approval as part of its pay‑for‑performance governance framework and to solicit stockholder feedback on executive pay practices. The proposal does not change compensation arrangements directly; it provides an advisory signal that the Board and Compensation and Human Resources Committee use when assessing and designing executive pay. Contextual factors include the Company’s multi‑year use of short‑term incentives tied to Adjusted EBITDA, Free Cash Flow, SG&A, Safety and Sustainability metrics, and long‑term incentives composed of RSUs and TSR performance units with double‑trigger and holding‑period features; additional governance features include clawback policy, stock ownership guidelines, and the Committee’s use of an independent compensation consultant. The Board notes strong prior stockholder support (approximately 93.5% in 2025) and ongoing stockholder engagement, which it cites in recommending a FOR vote. The Compensation Committee also exercised negative discretion in 2025 related to a safety incident, illustrating active oversight of payouts tied to safety performance. Approval would signal continued stockholder support for the Committee’s approach to aligning pay with long‑term value creation; a vote against would be an advisory expression of dissatisfaction and could prompt the Committee to engage further with investors and consider program changes. Given the advisory nature of the vote, the Board will consider the outcome when determining future compensation decisions but is not legally bound to act on the result.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.49% | 20,635,339 | $526M |
| 2 | FMR LLC | 5.15% | 16,383,285 | $418M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.82% | 15,305,353 | $390M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.24% | 13,484,855 | $344M |
| 5 | STATE STREET CORP | 4.22% | 13,407,647 | $342M |
| 6 | AQR CAPITAL MANAGEMENT LLC | 3.42% | 10,868,040 | $275M |
| 7 | BlackRock, Inc. | 3.34% | 10,623,673 | $271M |
| 8 | Invesco Ltd. | 2.58% | 8,206,757 | $209M |
| 9 | FMR LLC | 2.46% | 7,829,104 | $200M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.43% | 7,716,742 | $196M |
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