Independent
Tenure on this board
10.4 yrs
13 nominees · 3 ballot items.
Three proposals: (1) election of ten directors to the Board, (2) ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026, and (3) a non-binding advisory (say-on-pay) vote to approve executive compensation.
Elect the ten director nominees named in the proxy statement to serve one-year terms on the Board.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This proposal asks shareholders to cast a non-binding, advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement (commonly known as a “say-on-pay” vote). Management and the Executive Compensation Committee are seeking shareholder affirmation of the program to validate their pay-for-performance framework, which emphasizes a significant portion of compensation as at-risk (short-term incentive tied to EPS, ROIC and safety/environment metrics, and long-term performance units tied to relative TSR). The company cites stable program design, use of performance and retention instruments (performance units ~70% and time-vesting restricted units ~30%), independent compensation consultant input, and prior strong shareholder support (93.3% approval in 2025) as reasons for seeking approval. The Board frames the vote as advisory and notes it will consider shareholder feedback on the program, but it is not binding. Key governance context includes majority voting for directors, robust clawback and insider trading policies, and share-ownership guidelines intended to align executives with long-term shareholder value. Management argues the program balances competitive market positioning (benchmarking to an energy peer group) with prudent risk controls (caps on payouts, diverse performance measures, and multi-year vesting), and that special or sign-on awards were used sparingly and for retention amid significant acquisitions and integration activity. The Board recommends approval on the grounds that the program helped deliver strong operational and financial results in 2025 (including EPS, ROIC, and progress on safety and environmental metrics) and supports retention during the company’s growth and integration period. From an investor evaluation perspective, the vote signals whether shareholders accept the Committee’s assessment that compensation is appropriately linked to performance and shareholder interests; lack of support would likely prompt engagement and potential program changes. Because the vote is advisory, the Board retains discretion but has indicated it will consider significant negative shareholder feedback in future compensation design and governance actions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 6.60% | 41,574,381 | $3.8B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.49% | 40,867,532 | $3.7B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.89% | 30,817,918 | $2.8B |
| 4 | BlackRock, Inc. | 4.31% | 27,173,364 | $2.5B |
| 5 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.92% | 18,368,622 | $1.7B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.40% | 15,102,027 | $1.4B |
| 7 | BlackRock, Inc. | 2.15% | 13,570,099 | $1.2B |
| 8 | Capital International Investors | 2.08% | 13,116,823 | $1.2B |
| 9 | First Eagle Investment Management, LLC | 1.82% | 11,452,686 | $1.0B |
| 10 | UBS Group AG | 1.21% | 7,607,999 | $688M |
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