Independent
Tenure on this board
10.0 yrs
8 nominees · 3 ballot items.
Elect eight directors nominated by the board; advisory (non-binding) vote to approve the compensation of named executive officers for fiscal year 2025 (say-on-pay); and ratify Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year ending October 2, 2026.
Elect eight directors nominated by the board to serve until the 2027 annual meeting.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of the company's named executive officers for fiscal year 2025 as disclosed in the proxy statement.
This management proposal requests a non-binding advisory approval of the company’s executive compensation disclosures for fiscal year 2025 (a ‘say-on-pay’ vote). Management seeks shareholder endorsement of the overall compensation program, which the compensation committee designed to attract and retain executives, tie pay to performance through short-term cash incentives (based on adjusted operating income) and long-term equity incentives (Adjusted EPS PSUs, rTSR PSUs and time-based RSUs), and align executives' interests with stockholders. The proxy discloses that the compensation committee engaged an independent consultant (Pearl Meyer) to benchmark pay and advise on plan design, updated peer groups, and adjusted target pay levels in 2025; it also describes pay elements, target opportunities and performance metrics used. The board recommends a vote FOR, stating the program balances measured pay practices with incentives tied to performance and long-term shareholder value, and that it will consider stockholder feedback (including previous 97.3% support in 2025) when setting future compensation. Because this is advisory, the outcome will not be binding on the board, but a negative result would prompt the board and compensation committee to review and potentially revise compensation policies. The proposal context includes disclosure of robust performance-based metrics, discretionary caps and clawback policies, and the company explains how payouts were determined for FY2025; these items are material for investors evaluating whether pay is aligned with performance. In evaluating the merits, a sophisticated analyst should weigh the heavy weighting toward performance-based equity (Adjusted EPS and rTSR metrics), the use of multi-year tranches and peer-relative TSR benchmarking, the committee’s discretion over bonus adjustments, and the company’s stated responsiveness to prior shareholder feedback as indicators of governance quality and alignment with long-term stockholder interests.
Ratify the audit committee's appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending October 2, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 12.3% | 9,399,675 | $2.1B |
| 2 | BlackRock, Inc. | 7.5% | 5,714,832 | $1.3B |
| 3 | T. Rowe Price Investment Management, Inc. | 5.9% | 4,486,082 | $996M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.7% | 3,587,081 | $797M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 2,992,851 | $665M |
| 6 | Invesco Ltd. | 3.8% | 2,864,224 | $636M |
| 7 | STATE STREET CORP | 2.8% | 2,152,751 | $478M |
| 8 | BlackRock, Inc. | 2.5% | 1,897,414 | $421M |
| 9 | Capital Research Global Investors | 1.6% | 1,222,672 | $272M |
| 10 | WELLINGTON MANAGEMENT GROUP LLP | 1.6% | 1,203,732 | $267M |
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