Independent
Tenure on this board
10.1 yrs
9 nominees · 4 ballot items.
Election of nine directors; Ratification of Ernst & Young LLP as auditors; Advisory (non-binding) approval of named executive officer compensation; Shareholder proposal to replace supermajority voting requirements with simple majority standards (proposed by John Chevedden).
Vote to elect nine board nominees (Frank Bozich; Peter Clarke; Lyle Ganske; Cathy Gates; David Hauser; Luther Kissam; David Rainbolt; Sheila Talton; Sean Trauschke) to serve one-year terms.
Ratify the Audit Committee's selection of Ernst & Young LLP as the company's principal independent auditors for 2026.
Non-binding, advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy (including CD&A, compensation tables, and narrative).
Shareholder proposal requesting that the board amend charter and bylaws to replace supermajority voting requirements with a simple majority (majority of votes cast) standard and related actions to avoid supermajority standards, submitted by John Chevedden.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.9% | 16,367,592 | $785M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.2% | 10,707,500 | $514M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 9,205,942 | $442M |
| 4 | STATE STREET CORP | 3.4% | 7,027,883 | $337M |
| 5 | BlackRock, Inc. | 3.2% | 6,547,768 | $314M |
| 6 | Clearbridge Investments, LLC | 2.7% | 5,556,703 | $266M |
| 7 | Boston Partners | 2.5% | 5,147,291 | $247M |
| 8 | T. Rowe Price Investment Management, Inc. | 2.2% | 4,628,989 | $222M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.5% | 3,119,397 | $150M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 1.3% | 2,649,592 | $127M |
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