Independent
Tenure on this board
3.8 yrs
9 nominees · 3 ballot items.
Vote to elect nine directors; ratify PricewaterhouseCoopers LLP as independent registered public accounting firm; and an advisory (non-binding) vote to approve executive compensation disclosed in the proxy.
Election of nine directors to serve one-year terms until the next annual meeting.
Ratify the appointment of PricewaterhouseCoopers 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 company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This proposal asks shareholders to cast an advisory (non-binding) vote approving the compensation of the company’s named executive officers as disclosed in the proxy, including the Compensation Discussion and Analysis and compensation tables. Management is seeking shareholder approval to demonstrate investor support for the company’s pay framework, which consists of base salary, an annual cash incentive (POBS Plus) tied to EPS, net cash flow, sales and individual/sustainability targets, and long-term equity incentives including stock options, restricted stock units, and relative TSR-based performance share units. The proxy discloses that 2025 awards included a bifurcated long-term incentive grant (May and November) and a one-time CEO equity grant with rigorous performance conditions, illustrating program flexibility and targeted retention/long-term incentives. The Board frames the program as performance-aligned — linking short-term cash incentives to operational targets and sustainability metrics and long-term awards to multi-year total shareholder return and sales growth measures — and highlights governance features such as clawback provisions, equity ownership guidelines, and limits on hedging/pledging. Management emphasizes that target-setting is intended to be challenging and that compensation decisions are informed by independent consultants and peer benchmarking. The Board recommends a FOR vote, arguing that the program has supported strong shareholder returns historically and remains well-structured to motivate management while protecting shareholder interests. Key risks and contextual considerations include the concentrated use of long-duration equity (10-year option terms) and the recent use of one-time or off-cycle awards which may raise governance scrutiny; however, the proxy explains those awards were structured with performance hurdles and committee oversight. A sophisticated reviewer should weigh the alignment created by multi-year performance metrics and clawback/ownership policies against dilution/one-time grants and the degree to which disclosed targets and historical vesting outcomes have delivered pay-for-performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.54% | 1,321,854 | $1.7B |
| 2 | Capital International Investors | 5.35% | 1,080,771 | $1.4B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.93% | 996,084 | $1.3B |
| 4 | STATE STREET CORP | 4.66% | 942,535 | $1.2B |
| 5 | ALLIANCEBERNSTEIN L.P. | 3.75% | 757,108 | $1.1B |
| 6 | T. Rowe Price Investment Management, Inc. | 3.62% | 732,053 | $923M |
| 7 | BlackRock, Inc. | 3.18% | 642,273 | $810M |
| 8 | Fundsmith LLP | 2.81% | 568,516 | $717M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.67% | 540,307 | $680M |
| 10 | Bank of New York Mellon Corp | 2.18% | 440,673 | $556M |
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