Independent
Tenure on this board
0.8 yrs
5 nominees · 3 ballot items.
Election of five directors; ratification of PricewaterhouseCoopers LLP as independent auditors for 2026; and a non-binding advisory (say-on-pay) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Elect five directors to the Board to serve until the 2027 Annual Meeting.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) 'say-on-pay' vote to approve the compensation of the named executive officers as disclosed in the Compensation Discussion and Analysis and related tables.
This management-sponsored, non-binding advisory proposal asks shareholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the Compensation Discussion and Analysis and related tables. Management frames the vote as a routine say-on-pay advisory mechanism required by SEC rules, and the Board has recommended a FOR vote because it believes the program ties pay to measurable performance and supports retention of key leaders during the Company’s transformation. Key context includes the CEO transition in 2025, substantial organizational and leadership changes, and incentive design changes such as premium-priced stock options for the new CEO and a mix of performance stock units (PSUs), restricted stock units (RSUs) and historically cash-settled CIUs/SCIUs for other NEOs. The compensation program relies on enterprise financial metrics (Adjusted EBIT and Adjusted Revenue for annual incentives; Adjusted EPS and Adjusted FCF for multi-year PSUs) and a relative TSR modifier for long-term awards, intended to align pay with both absolute financial performance and relative shareholder returns. Management also emphasizes a high proportion of pay “at-risk,” stock ownership guidelines, clawback provisions, no hedging/pledging, independent compensation consulting, and ongoing stockholder engagement as governance safeguards. The Board notes that the vote is advisory and will be considered in future compensation decisions; it also states the next advisory vote is expected at the 2027 Annual Meeting. From a governance perspective, the controversy centers on whether the chosen metrics, the concentration of premium-priced options for the CEO, and the historically changing LTI mix (including prior use of cash-settled CIUs to manage dilution) adequately balance shareholder alignment, dilution control, and executive retention. Given management’s recent operational progress, share repurchases, and the Board’s outreach to investors, the recommendation for approval is positioned as support for the current pay-for-performance framework while remaining responsive to future shareholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.3% | 11,222,733 | $124M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.2% | 8,398,571 | $93M |
| 3 | Hestia Capital Management, LLC | 6.0% | 8,155,805 | $90M |
| 4 | STATE STREET CORP | 4.7% | 6,417,472 | $71M |
| 5 | LSV ASSET MANAGEMENT | 4.7% | 6,333,880 | $70M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 6,059,626 | $67M |
| 7 | Permit Capital, LLCActivist | 2.6% | 3,500,000 | $39M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 3,219,531 | $36M |
| 9 | CAPITAL MANAGEMENT CORP /VA | 2.0% | 2,689,543 | $30M |
| 10 | GOLDMAN SACHS GROUP INC | 1.9% | 2,570,817 | $28M |
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