Independent
Tenure on this board
4.0 yrs
Also a director at
Target Corp (TGT)
13 nominees · 6 ballot items.
Election of 13 directors; advisory (non-binding) approval of named executive officer compensation (say-on-pay); ratification of PwC as independent auditors for 2026; and three shareholder proposals requesting reports on (a) DEI risks in federal contracting, (b) healthcare coverage gaps, and (c) political contributions.
Elect the 13 director nominees named in the proxy statement to hold office until the next annual meeting.
Advisory (non-binding) vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve, on an advisory basis, the Company’s executive compensation program as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables. Management seeks this approval to validate its pay-for-performance approach, which it says aligns executive incentives with Company strategy through a Company Scorecard (Revenue, Pre-Tax Income, Pipeline, Sustainability) for annual cash incentives and a long-term incentive mix of PSUs, RSUs and options tied to three-year EPS and R‑TSR metrics. The C&MD Committee and independent Directors recommend approval citing prior strong shareholder support (≈91% in 2025), robust governance safeguards (clawbacks, stock ownership guidelines, independent consultant), and the goal of competitively positioning pay to retain leadership. Key context includes substantial variable compensation (majority of CEO and NEO target TDC is at-risk), recent PSU payout of 94% driven by high EPS but low relative TSR, and ongoing shareholder engagement informing program design. A vote FOR signals shareholder support for the current structure; a vote AGAINST would be advisory only but could prompt further engagement and potential program adjustments. The Board emphasizes that the vote is non-binding but will be considered in future compensation decisions and that the Company conducts annual reviews and benchmarking against peer groups. Given the complexity of incentive design, shareholders weighing this proposal should consider the tradeoff between EPS-driven payouts and relative TSR outcomes, the Company’s disclosure and governance safeguards, and the materiality of compensation to long-term value creation.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Shareholder request that the Board prepare a report assessing risks associated with race-, gender-, or identity-based recruitment goals or preferences in light of federal contracting directives and legal exposure.
Shareholder request for a report on median compensation and benefits gaps across gender as they relate to reproductive and gender dysphoria care and associated risks.
Shareholder request that the Board oversee an analysis and report on alignment of the Company’s political contributions (direct and indirect) with its business, omitting lobbying activities.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 160,987,624 | $19.4B |
| 2 | STATE STREET CORP | 4.8% | 119,325,673 | $14.5B |
| 3 | BlackRock, Inc. | 3.5% | 85,532,630 | $10.3B |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 3.2% | 78,841,241 | $9.5B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.7% | 67,304,305 | $8.1B |
| 6 | BlackRock, Inc. | 2.1% | 52,027,833 | $6.3B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 51,553,320 | $6.2B |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.0% | 49,764,726 | $6.0B |
| 9 | JPMORGAN CHASE CO | 1.4% | 34,636,651 | $4.1B |
| 10 | Fisher Asset Management, LLC | 1.1% | 26,436,284 | $3.2B |
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