Not independent
Tenure on this board
31.9 yrs
12 nominees · 3 ballot items.
Elect twelve directors to one-year terms; advisory “Say on Pay” to approve executive compensation; and advisory ratification of the company’s independent auditors.
Elect twelve director nominees named in the proxy to serve one-year terms expiring at the 2027 Annual Meeting.
Non-binding advisory vote to approve the compensation of the Named Executive Officers as disclosed in the CD&A, compensation tables and narrative.
This proposal requests a non-binding, advisory approval of the Company’s executive compensation as described in the Compensation Discussion and Analysis (CD&A) and related tables. Management seeks shareholder endorsement to validate its pay-for-performance framework, which the Company states consists of substantial incentive-based pay (approximately 68% of target compensation) and long-term metrics measured against peer companies (three-year change in net income, return on sales, return on capital and total shareholder return). The advisory vote is not binding legally but serves as a key feedback mechanism for the Compensation Committee when setting future pay practices; management highlights that prior year Say on Pay received over 93% support. The Company emphasizes governance features such as stock ownership guidelines, equity vesting schedules, prohibition on hedging and pledging by executives, clawback policies beyond minimum regulatory requirements, and the absence of employment contracts or severance arrangements for named executives. Approving the resolution signals shareholder support for the Committee’s mix of annual and long-term incentives and its use of peer-relative performance metrics; rejecting it would likely prompt the Committee to re-engage with investors and could lead to changes in plan design or disclosure. The Committee also notes that restricted stock/RSUs and options vest over multi-year schedules and that LTIP payouts are subject to funding limits and rigorous peer benchmarking, which management argues aligns executives’ incentives with long-term shareholder value. Given the Company’s historical performance versus peers and prior high shareholder support, the Board presents this proposal as consistent with conservative compensation practices and long-term alignment, while acknowledging the advisory nature of the vote and that shareholder feedback will be considered in future compensation decisions.
Advisory vote to ratify Ernst & Young LLP (EY) as the Company’s independent registered public accounting firm for 2026 and to approve the audit fees and related engagement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 34,155,507 | $3.9B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.6% | 24,391,537 | $2.8B |
| 3 | STATE STREET CORP | 4.3% | 22,665,144 | $2.6B |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 3.2% | 16,606,001 | $1.9B |
| 5 | BlackRock, Inc. | 2.6% | 13,898,161 | $1.6B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 11,147,899 | $1.3B |
| 7 | FMR LLC | 2.1% | 10,987,275 | $1.3B |
| 8 | BlackRock, Inc. | 2.0% | 10,544,347 | $1.2B |
| 9 | BANK OF AMERICA CORP /DE/ | 1.7% | 9,121,547 | $1.1B |
| 10 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1.5% | 7,795,388 | $900M |
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