Independent
Tenure on this board
3.1 yrs
Also a director at
Old Dominion Freight Line Inc (ODFL)
9 nominees · 6 ballot items.
Election of nine directors; advisory approval of named executive officer compensation; non-binding ratification of Deloitte as auditor and authorization for Audit Committee to set remuneration; authorize board to allot new shares under Irish law; authorize board to opt out of statutory preemption rights under Irish law; authorize price range for re-allotment of treasury shares under Irish law.
By separate resolutions, elect nine director nominees (Sherry A. Aaholm; Jerry W. Burris; Susan M. Cameron; Michael L. Ducker; Diane Leopold; Danita K. Ostling; Nicola Palmer; Herbert K. Parker; Beth A. Wozniak) to hold office for one-year terms.
Non-binding advisory 'say on pay' vote to approve the compensation of the Named Executive Officers as disclosed in the proxy.
This management proposal asks shareholders to vote, on a non-binding advisory basis, to approve the company’s disclosed compensation arrangements for its Named Executive Officers (NEOs). Management seeks endorsement of its pay philosophy, which emphasizes pay-for-performance with substantial variable compensation tied to annual (Revenue, Adjusted EPS, Free Cash Flow, People & Sustainability Scorecard) and long-term metrics (TSR, options, RSUs). The Compensation and Human Capital Committee recommends the vote to reinforce alignment between executive incentives and shareholder interests, citing robust governance practices, extensive shareholder engagement, and past strong support (~95%) in prior say-on-pay votes. The proposal is advisory and will not bind the Board, but management uses the results to guide compensation design and investor outreach. The proxy details target and actual payouts, adjustments made to performance metrics for acquisitions and FX, and the committee’s discretion over final payouts. Given the company’s 2025 financial performance (30% sales growth, record adjusted EPS and free cash flow) management frames the pay outcomes as appropriately tied to performance, while acknowledging the vote allows shareholders to express approval or concern.
Non-binding advisory ratification of Deloitte & Touche LLP as auditor and binding authorization for the Audit and Finance Committee to set auditor remuneration.
Ordinary resolution to authorize the board to allot relevant securities up to approx. 20% of issued share capital as of March 18, 2026 for 18 months.
This management proposal requests shareholder approval under Irish law for the Board to allot new ordinary shares up to roughly 20% of issued capital for 18 months. Management seeks flexibility to support capital raising, potential acquisitions (including integration funding for recent Electrical Products Group acquisition) and to maintain parity with Irish corporate practice for NYSE-listed PLCs. The proposal is standard for Irish public companies and is framed as a routine governance housekeeping measure rather than a specific transaction. The Board recommends FOR, citing the necessity of having authority in place to act promptly for financing and strategic opportunities, while noting protections remain via NYSE and SEC rules. Shareholders should view this as a time-limited delegation of allotment power rather than an immediate dilution; if approved, actual issuances would be subject to Board discretion and market conditions.
Special resolution to empower the board to allot equity securities for cash as if statutory preemption rights did not apply, limited to ~20% of issued share capital for 18 months.
This management proposal seeks shareholder approval to opt out of preemption rights under Irish law for cash issuances up to roughly 20% of share capital for 18 months (contingent on Proposal 4). Management argues this is consistent with customary Irish corporate practice for listed companies and necessary to provide the Board with the flexibility to execute capital raises or acquisitions without the logistical delay of offering new shares pro rata to existing holders. The Board recommends FOR, noting that issuances remain subject to Board discretion and other regulatory protections. For investors, the principal governance consideration is the potential for dilution balanced against the company’s need for timely capital deployment; the limited 20% cap and 18-month term mitigate open-ended dilution risk.
Special resolution to permit re-allotment of treasury shares off-market at prices between 95% (or nominal value in some cases) and 120% of the market price (30-day average) for 18 months.
Management requests shareholder approval to set the off-market re-allotment price range for treasury shares between 95% (or nominal value for employee-plan-related re-allotments) and 120% of a 30-day NYSE average market price for 18 months. The authority is technical, enabling the company to re-allot treasury shares (for example, to fulfill obligations under employee equity plans) at customary price bands without requiring on-market sales. The Board recommends FOR, noting the limitation on duration and customary nature of the authorization; it primarily affects how treasury shares may be used for compensation and corporate purposes rather than introducing new shares to the market.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.5% | 8,844,951 | $1.0B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 7,250,512 | $858M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.2% | 6,718,757 | $795M |
| 4 | STATE STREET CORP | 3.1% | 5,062,874 | $599M |
| 5 | BlackRock, Inc. | 2.9% | 4,700,204 | $556M |
| 6 | MILLENNIUM MANAGEMENT LLC | 2.8% | 4,478,152 | $530M |
| 7 | FRANKLIN RESOURCES INC | 2.6% | 4,248,374 | $502M |
| 8 | FMR LLC | 1.9% | 3,050,582 | $361M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 2,894,305 | $342M |
| 10 | Neuberger Berman Group LLC | 1.6% | 2,538,697 | $300M |
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