4 nominees · 5 ballot items.
Elect four Class III directors; Ratify PwC as independent auditor; Advisory vote to approve NEO compensation (say-on-pay); Approve amendment to declassify the Board; Approve amendment to eliminate supermajority provisions; Transact other business.
Elect four Class III director nominees: Maryann T. Mannen, Eileen P. Paterson, J. Michael Stice and John P. Surma for three-year terms (Class III).
Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the CD&A and related tables.
Approve the Declassification Amendment to phase out the classified Board so that by the 2029 annual meeting all directors will be elected annually.
Approve the Supermajority Elimination Amendment to remove 80% supermajority voting provisions so that certain charter amendments and director removal require majority approval.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.57% | 19,170,094 | $4.7B |
| 2 | STATE STREET CORP | 6.52% | 19,025,020 | $4.6B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.37% | 15,672,113 | $3.8B |
| 4 | BlackRock, Inc. | 3.17% | 9,241,238 | $2.3B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.35% | 6,870,778 | $1.7B |
| 6 | BlackRock, Inc. | 2.15% | 6,273,672 | $1.5B |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 1.84% | 5,382,919 | $1.3B |
| 8 | Boston Partners | 1.49% | 4,339,511 | $1.1B |
| 9 | RAYMOND JAMES FINANCIAL INC | 1.26% | 3,684,591 | $900M |
| 10 | FMR LLC | 1.15% | 3,362,097 | $821M |
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