Independent
Tenure on this board
1.1 yrs
Also a director at
Lakeland Financial Corp (LKFN)
9 nominees · 3 ballot items.
Election of nine directors; Ratification of Deloitte & Touche LLP as independent auditors; Advisory (non-binding) vote to approve named executive officers’ compensation for fiscal 2025.
Vote to elect nine nominees to the Board of Directors to serve until the 2027 Annual Meeting.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory 'Say on Pay' vote to approve the compensation of the Company’s named executive officers for fiscal year 2025 as disclosed in the proxy statement.
This proposal requests non-binding shareholder approval (Say on Pay) of the compensation paid to the named executive officers for fiscal 2025, as disclosed in the Proxy Statement, including the CD&A, tables and related information. Management seeks shareholder affirmation of its executive pay policies, which emphasize a pay-for-differentiated-performance philosophy with substantial variable, performance-linked compensation (STIP and LTIP) and stock-based incentives. The Board recommends voting FOR, arguing the program aligns executives’ interests with shareholders by linking short-term and long-term incentives to adjusted net income and cumulative EBITDA performance metrics, includes retention features (time-based RSUs), and uses market benchmarking and an independent consultant. The vote is advisory and non-binding, but management will consider the outcome in future compensation decisions; broker non-votes are possible on this non-routine matter. The proposal’s context includes strong pay-at-risk weighting, multi-year performance metrics, recent grants of options and SARs tied to a new five-year strategic plan, and the Compensation Committee’s use of external consultants and shareholder feedback (96% approval in 2025).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.5% | 3,455,309 | $384M |
| 2 | FMR LLC | 9.1% | 2,999,452 | $333M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 1,432,553 | $159M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.1% | 1,361,398 | $151M |
| 5 | Capital Research Global Investors | 4.1% | 1,360,530 | $151M |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 4.0% | 1,299,690 | $144M |
| 7 | Capital World Investors | 3.9% | 1,284,401 | $143M |
| 8 | STATE STREET CORP | 3.8% | 1,250,577 | $139M |
| 9 | BlackRock, Inc. | 2.9% | 939,863 | $104M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.4% | 774,396 | $86M |
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