Independent
Tenure on this board
10.6 yrs
12 nominees · 3 ballot items.
Election of twelve directors; advisory vote to approve executive compensation (Say-on-Pay); and ratification of Ernst & Young LLP as independent auditors.
Elect twelve directors named in the proxy statement for one-year terms.
Non-binding advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement (Say-on-Pay).
The advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as disclosed in the proxy statement. Management seeks approval to validate its compensation philosophy and program, which emphasizes performance-based pay, long-term incentives tied to rTSR, ROCE and sustainability metrics, and a balanced mix of financial and sustainability metrics. The Board recommends FOR, arguing that the program aligns pay with company performance, governance best practices, and stockholder interests; the LDCC oversees design and benchmarking against a peer group and retains discretion and clawback provisions. The vote is advisory and non-binding but will inform future pay decisions.
Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.6% | 70,726,792 | $7.7B |
| 2 | STATE STREET CORP | 4.8% | 50,830,986 | $5.5B |
| 3 | BlackRock, Inc. | 4.0% | 42,611,112 | $4.6B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.5% | 37,806,740 | $4.1B |
| 5 | VAN ECK ASSOCIATES CORP | 3.4% | 35,998,592 | $3.9B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 24,744,448 | $2.7B |
| 7 | BlackRock, Inc. | 2.2% | 23,203,327 | $2.5B |
| 8 | BlackRock, Inc. | 1.4% | 15,209,033 | $1.6B |
| 9 | First Eagle Investment Management, LLC | 1.1% | 11,493,495 | $1.2B |
| 10 | FMR LLC | 1.1% | 11,435,787 | $1.2B |
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