Not independent
Tenure on this board
6.2 yrs
9 nominees · 4 ballot items.
Four proposals: (1) election of nine directors; (2) non-binding advisory approval of the Company’s executive compensation (say-on-pay); (3) ratification of Ernst & Young LLP as independent auditors; and (4) a stockholder proposal to adopt the right to act by written consent.
Elect nine directors to serve until the 2027 annual meeting and until their successors are duly elected and qualify.
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 vote to approve the Company’s executive compensation disclosures (commonly known as a Say-on-Pay). Management seeks shareholder endorsement to validate its pay-for-performance framework, which emphasizes a majority of compensation “at risk,” a significant weighting to equity and performance stock units (PSUs), and a corporate scorecard linking annual cash incentives to objective financial and liquidity metrics. The Board and the Management Development and Compensation Committee (MDC) argue the program was shaped by extensive stockholder engagement (including outreach to top institutional holders) and adjustments made in response to prior votes and feedback — for example, bifurcating cash and equity frameworks in 2025 so cash awards reflect the corporate scorecard while equity was awarded at target to emphasize long-term alignment. Key governance features supporting management’s recommendation include robust clawback policies, stock ownership guidelines, prohibitions on hedging/pledging, use of independent compensation consultants, and a PSU design with a TSR governor to limit payouts if total shareholder return is negative. Management presented quantitative scorecard outcomes showing strong corporate performance in 2025 (resulting in above-target cash incentive multipliers) and described how individual performance assessments were applied to determine final payouts. A vote FOR signals support for the Board’s decisions on pay design and implementation, while a vote AGAINST would typically express dissatisfaction with compensation levels, mix, or governance and could prompt additional engagement or program changes. The recommendation to vote FOR is backed by the Board’s view that the program balances retention and incentives, increases the proportion of performance-based equity, and tightens rigor on PSU payout thresholds to align executives’ economic interests with long-term stockholder value.
Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2026.
Advisory stockholder proposal asking the Board to permit stockholders to act by written consent with the minimum number of votes that would be necessary at an in-person meeting (i.e., to enable stockholders to initiate action outside of meetings).
The shareholder proposal asks the Board to permit stockholders to act by written consent with the minimum number of votes that would be required at an all-stockholder meeting, effectively enabling a subset of shareholders to take corporate actions outside of meetings. The proponent, John Chevedden, frames the request as a remedy for what he sees as a high special-meeting threshold (the Company’s bylaws require 25% ownership to call a special meeting) and points to long-term stock underperformance, dividend sustainability concerns and governance and market risks as reasons shareholders may need a faster tool to effect change. Management opposes the proposal, arguing written consent would reduce transparency and collective deliberation, risk disenfranchising uninformed holders, enable narrow interest agendas to advance actions without broad participation, and create administrative confusion and burdens if competing consent solicitations occur. The Board emphasizes it already reduced special meeting thresholds in 2022 following stockholder engagement and prefers that route because it provides advance notice, an opportunity for discussion, and broad participation; it also cites other governance protections such as annual director elections, majority voting in uncontested elections, an independent chair, stockholder advisory votes on compensation, and no poison pill. For investors evaluating merits, the trade-off is between: (a) granting a potentially powerful minority tool that can enable more rapid shareholder-led action and activism (which could discipline management) versus (b) maintaining structured meeting-based processes that facilitate deliberation and full shareholder participation while guarding against disruptive, narrow-interest interventions. Company-specific context — including the 25% special-meeting threshold, active stockholder engagement program, and recent stock performance — makes this proposal a proxy-voting vehicle for investors weighing governance responsiveness against the risks of decentralized consent-based decision-making.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.31% | 46,208,776 | $977M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.37% | 32,013,588 | $677M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.20% | 30,769,036 | $651M |
| 4 | STATE STREET CORP | 3.84% | 28,154,144 | $615M |
| 5 | BlackRock, Inc. | 2.90% | 21,245,427 | $449M |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.43% | 17,779,937 | $376M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.35% | 17,214,596 | $364M |
| 8 | Allspring Global Investments Holdings, LLC | 1.81% | 13,288,591 | $281M |
| 9 | Invesco Ltd. | 0.79% | 5,798,329 | $123M |
| 10 | NORTHERN TRUST CORP | 0.73% | 5,372,983 | $114M |
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