Independent
Tenure on this board
5.3 yrs
8 nominees · 3 ballot items.
Elect eight directors for one-year terms; advisory (non-binding) approval of the compensation of the Company’s named executive officers (‘Say-on-Pay’); and ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Elect eight directors, each to serve for a one-year term until the next annual meeting of shareholders.
Non-binding, advisory 'Say-on-Pay' resolution to approve the compensation of the Company’s named executive officers as disclosed in this proxy statement.
This is an annual, non-binding advisory proposal asking shareholders to approve the compensation of the Company's named executive officers as disclosed in the proxy statement. Management presents this measure to confirm shareholder support for its executive pay program and to demonstrate alignment between executive incentives and company performance. The Compensation and Management Development Committee emphasizes a pay-for-performance philosophy: the program is weighted toward variable and long-term incentives (50% performance stock units and 50% restricted stock units for long-term awards) and ties annual bonuses to adjusted EBITDA while long-term awards use three-year cumulative adjusted EPS with an rTSR modifier. The Board highlights that the 2025 say-on-pay received strong shareholder support (96.6% in favor), and the committee will consider results of the vote in future compensation decisions. Key contextual points include onboarding awards for a new CEO and CFO in 2025, retention payments during executive transitions, and use of market benchmarking and an independent compensation consultant to set pay. Management notes the program’s governance features—clawback policy, stock ownership guidelines, independent oversight by the CMD Committee, and use of performance metrics intended to align executives with long-term shareholder value. While the vote is advisory and non-binding, the Board intends to review and take into account the voting outcome when making future compensation decisions. Given these governance controls and the program’s design to align pay with multi-year financial targets, the Board recommends a vote FOR the advisory resolution.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GAMCO INVESTORS, INC. ET AL | 9.13% | 3,429,720 | $73M |
| 2 | Allspring Global Investments Holdings, LLC | 5.49% | 2,060,780 | $44M |
| 3 | Capital World Investors | 4.64% | 1,744,184 | $37M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.34% | 1,628,464 | $34M |
| 5 | GABELLI FUNDS LLC | 3.99% | 1,498,150 | $32M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.98% | 1,493,111 | $32M |
| 7 | ADVISORY RESEARCH INC | 3.93% | 1,475,193 | $31M |
| 8 | BlackRock, Inc. | 3.77% | 1,414,455 | $30M |
| 9 | PZENA INVESTMENT MANAGEMENT LLC | 3.42% | 1,284,585 | $27M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 3.37% | 1,265,597 | $27M |
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