Zillah Ellen Byng-Thorne
Independent
Tenure on this board
New nominee
3 nominees · 6 ballot items.
Election of three Class I directors; advisory approval of named executive officer compensation (Say-on-Pay); advisory vote on frequency of future Say-on-Pay votes; approval to amend 2013 Performance Incentive Plan to increase shares and extend term; ratification of appointment of PwC as independent registered public accounting firm; consideration of shareholder proposal to declassify the board.
Elect three Class I director nominees (Zillah Ellen Byng-Thorne, Alex Cruz, Linda P. Jojo) to serve three-year terms.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding, advisory approval of the overall compensation of the named executive officers as disclosed in the proxy statement. Management seeks shareholder affirmation of its compensation practices, emphasizing alignment between pay and performance, the use of short- and long-term incentives (including performance share units and restricted share units), and specific metrics like Adjusted EPS, Adjusted ROIC, Adjusted Operational EBITDA Margin, and Net Leverage. The Board recommends an annual advisory Say-on-Pay vote, and the Compensation Committee will consider vote results and shareholder feedback in future compensation decisions. The vote is advisory only and will not be binding on the Company or the Board.
Non-binding advisory vote to select frequency (1, 2, or 3 years) for future advisory Say-on-Pay votes.
This management proposal asks shareholders to indicate, on a non-binding advisory basis, whether they prefer to hold Say-on-Pay votes every one, two or three years. The Board recommends an annual vote to provide shareholders yearly opportunities to express views on executive compensation, arguing that regular feedback supports alignment and ongoing shareholder engagement. Management will consider results but is not bound to follow them; if no option achieves a majority, the Board will treat the plurality choice as the preferred option. The recommendation for annual votes reflects the Board’s emphasis on transparent, frequent shareholder engagement on pay.
Approve amendment to the 2013 Performance Incentive Plan to increase aggregate share limit by 8,807,000 to 56,816,006 shares and extend plan term through February 8, 2036.
Management seeks shareholder approval to amend the 2013 Performance Incentive Plan to increase the aggregate share reserve by 8,807,000 shares and extend the plan term by one year to February 8, 2036. The board argues the additional shares are necessary to maintain flexibility to grant equity awards for attraction, retention and incentive purposes given current outstanding awards and anticipated grants, and notes governance safeguards (no evergreen; no repricing without shareholder approval; limits on recycling). The proposal provides detailed counting rules, dilution and overhang metrics, and describes director and executive award practices; a majority of votes cast is required for approval. If not approved, current limits and term remain in place.
Ratify PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026 and approve PwC’s remuneration.
This management proposal asks shareholders to ratify the Audit Committee’s selection of PwC as the Company’s independent auditor for 2026 and affirm the Audit Committee’s determination of their remuneration. The Audit Committee appointed PwC, reviewed its independence and pre-approved audit and permitted non-audit services; fees and services for 2025 and 2024 are disclosed. Ratification is a routine governance proposal, enabling shareholder input on auditor selection; while binding ratification is not required, a negative vote would prompt Audit Committee reconsideration. The Audit Committee recommends FOR ratification.
A shareholder proposal asks the company to declassify (un-stagger) the Board so all directors are elected annually for one-year terms.
The shareholder proponent, The Accountability Board, Inc., asks shareholders to approve declassification of the Company's staggered board so that all directors stand for election annually, arguing staggered boards reduce accountability and entrench management and citing proxy advisors and major institutional investors that favor annual elections. Management opposes the proposal, recommending a vote AGAINST on grounds that the Company has experienced significant board refreshment and believes declassification is unnecessary; the Board emphasizes its own governance practices and recent director turnover as supporting continued classified structure.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital International Investors | 6.5% | 29,981,899 | $561M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 29,617,015 | $554M |
| 3 | UBS Group AG | 4.6% | 21,163,121 | $396M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.3% | 19,703,119 | $368M |
| 5 | STATE STREET CORP | 3.5% | 16,258,754 | $304M |
| 6 | BlackRock, Inc. | 3.5% | 15,895,917 | $297M |
| 7 | GOLDMAN SACHS GROUP INC | 3.5% | 15,889,012 | $297M |
| 8 | BARCLAYS PLC | 3.2% | 14,902,588 | $279M |
| 9 | ARIEL INVESTMENTS, LLC | 3.0% | 13,901,245 | $260M |
| 10 | Elliott Investment Management L.P.Activist | 2.9% | 13,186,000 | $247M |
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