Independent
Tenure on this board
5.6 yrs
Also a director at
Amcor PLC (AMCR)Stanley Black & Decker Inc (SWK)
7 nominees · 4 ballot items.
Election of seven directors; advisory approval of named executive officer compensation (say-on-pay); ratification of PwC as independent auditor for 2026; and a stockholder proposal to adopt a majority vote standard.
Elect seven directors nominated by the Board to serve until the 2027 annual meeting.
Non-binding advisory vote to approve the compensation paid to named executive officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy materials. Management seeks shareholder approval to signal support for its pay-for-performance program that emphasizes incentive-based compensation (STI and PBRSUs/RSUs), alignment with stockholder interests through significant equity-based awards and robust ownership guidelines, and to validate recent program design choices such as increasing performance-based weighting of the CEO’s LTI and replacing operating margin with free cash flow in LTI metrics. The Board recommends a vote FOR, arguing that compensation is tied to measurable financial and strategic goals, includes governance safeguards (clawbacks, double-trigger CIC protections), and reflects investor feedback and market comparisons. Context: the CEO waived his 2025 STI payout; relative TSR adjustments reduced some PBRSU payouts, illustrating the program’s sensitivity to shareholder returns. The recommendation notes that the vote is advisory but will be considered by the HCC Committee in future decisions.
Ratify the Audit Committee’s selection of PwC as the Company’s independent registered public accounting firm for 2026.
Request that the Board amend governing documents to replace any voting standards greater than a simple majority with a majority of votes cast (eliminate supermajority requirements).
The stockholder proposal requests that the Board amend the charter and bylaws to eliminate any supermajority voting thresholds, replacing them with a simple majority of shares cast for and against each matter — effectively removing entrenching supermajority protections. The proponent argues such provisions impair governance and company performance, citing academic research and examples of strong shareholder support for similar proposals at other firms; the requested change would require the Board to undertake a charter and bylaw amendment process if approved by stockholders. Management has made no recommendation, acknowledging support in principle for streamlined decision-making but noting the proposal is advisory and would not itself effectuate charter changes; the Board’s response frames approval as a recommendation to initiate the amendment process and disclaims certain factual assertions in the proponent’s statement. The proposal raises typical governance trade-offs between shareholder power and board protections against opportunistic or hasty changes; its passage would signal strong shareholder preference for majority voting standards and could prompt follow-on governance reform actions by the Board.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 13.81% | 54,114,159 | $3.4B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.54% | 25,633,199 | $1.6B |
| 3 | BlackRock, Inc. | 5.28% | 20,693,417 | $1.3B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.12% | 20,062,560 | $1.2B |
| 5 | STATE STREET CORP | 4.67% | 18,307,578 | $1.1B |
| 6 | JANUS HENDERSON GROUP PLC | 2.97% | 11,631,479 | $720M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.42% | 9,493,968 | $587M |
| 8 | BlackRock, Inc. | 2.05% | 8,024,889 | $497M |
| 9 | Slate Path Capital LP | 1.99% | 7,798,800 | $483M |
| 10 | AMERIPRISE FINANCIAL INC | 1.54% | 6,040,737 | $374M |
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