Independent
Tenure on this board
5.5 yrs
4 nominees · 3 ballot items.
Election of four directors; Advisory (non-binding) vote to approve Named Executive Officers compensation (Say-on-Pay); Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.
Election of one Class II director for a two-year term and three Class III directors for three-year terms (four nominees: Joshua Bershad, M.D.; James F. Cosgrove, Jr.; Vaughn L. McKoy; Robert Hoglund).
Advisory (non-binding) 'say-on-pay' vote to approve the compensation of the company's Named Executive Officers as disclosed in the proxy statement.
This management proposal seeks non-binding shareholder approval of the compensation of the company’s Named Executive Officers as disclosed in the proxy’s CD&A and compensation tables. Management (Compensation Committee) requests the advisory vote to confirm that its compensation program — which includes base salary, a newly introduced short-term cash incentive for 2025, and long-term restricted stock awards tied to diluted EPS and capital investment delivery — is aligned with shareholder interests and performance. The Committee argues that the program uses balanced, multi-factor metrics (net income, operational metrics, individual goals) to promote pay-for-performance, includes governance safeguards such as clawback provisions and ownership guidelines, and that its peer-reviewed design is market-competitive. Management notes 2025 achievements (net income $42.8M, 53rd year of dividend increases, infrastructure investments) as justification for payouts and awards materially above target in some cases, and it highlights robust target-setting and committee oversight. The vote is non-binding; the Board urges shareholders to vote FOR and will consider results in future compensation decisions.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.4% | 1,944,728 | $101M |
| 2 | T. Rowe Price Investment Management, Inc. | 9.4% | 1,742,092 | $91M |
| 3 | Neuberger Berman Group LLC | 8.3% | 1,549,906 | $81M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 827,953 | $43M |
| 5 | STATE STREET CORP | 4.0% | 744,062 | $39M |
| 6 | MORGAN STANLEY | 3.7% | 695,811 | $36M |
| 7 | BlackRock, Inc. | 2.8% | 522,783 | $27M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.6% | 488,067 | $25M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 403,148 | $21M |
| 10 | Legal General Group Plc | 2.0% | 374,352 | $19M |
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