Independent
Tenure on this board
10.3 yrs
Also a director at
Americold Realty Trust (COLD)Evertec Inc (EVTC)Louisiana-pacific Corp (LPX)
9 nominees · 4 ballot items.
Elect nine directors; Ratify Deloitte & Touche LLP as auditor; Advisory vote to approve executive compensation (say-on-pay); Approve Third Amended and Restated Omnibus Incentive Plan (increase shares by 5,000,000 and related amendments).
Elect nine directors nominated by the board to hold office until the 2027 annual meeting and until their successors are elected and qualified; each nominee must receive a majority of votes cast.
Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026.
This management proposal asks shareholders to ratify Deloitte & Touche LLP as Piedmont’s independent registered public accounting firm for fiscal 2026. Management and the Audit Committee selected Deloitte on February 17, 2026 and have presented fees and a description of pre-approval policies; Deloitte has been the firm since 2018. Ratification is not required but is considered good corporate governance practice, and the Audit Committee reserves the right to change auditors if ratification fails. The board unanimously recommends a FOR vote, citing Deloitte’s tenure and the Audit Committee’s oversight of audit and non-audit engagements, fee levels, and independence safeguards. If not ratified, the Audit Committee may appoint a different auditor during the year, so failure to approve would be a strong signal but not binding on the Audit Committee.
Non-binding, advisory approval of the compensation of the named executive officers as disclosed in the proxy statement.
This advisory management proposal asks shareholders to approve, on a non-binding basis, the company’s executive compensation as disclosed for 2025 (the ‘say-on-pay’ vote). Management explains the structure and objectives of its compensation program—mix of performance-based short- and long-term incentives, stock ownership guidelines, clawback policy, caps on payouts, and peer benchmarking—and cites strong prior shareholder support (approximately 96% in 2025). The board and Compensation Committee will consider the voting results in future compensation decisions. The board unanimously recommends a FOR vote, arguing program alignment with stockholder interests and risk controls.
Approve the Amended and Restated Omnibus Incentive Plan to increase available shares by 5,000,000 (from 13,666,667 to 18,666,667) and make other amendments described in the plan.
Management’s Proposal 4 requests shareholder approval to amend and restate the company’s long-standing Omnibus Incentive Plan to add 5,000,000 shares (increasing the total to 18,666,667) and to make several technical and governance-related updates, including default treatment of performance awards on change in control and plan renaming. Management contends the additional shares are necessary given historic grant practices, an average three-year burn rate of ~1.01%, and to maintain equity awards as a meaningful component of compensation for employees, officers, and non-employee directors. The board approved the changes and recommends a FOR vote, arguing failure to approve could impair the company’s ability to retain senior management and attract talent. The proposal includes detailed features: eligibility, award types, per-person limits, a $10 million per-year payout cap, minimum vesting and a 12-month post-issuance holding period for Senior VPs and above, change-in-control provisions, limits on re-pricing without shareholder approval, and a termination date of March 17, 2031. The Committee retains substantial discretion over administration; awards will remain subject to clawback and compliance with Section 409A. Approval requires a majority of votes cast.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.99% | 12,487,149 | $82M |
| 2 | COHEN STEERS, INC. | 5.94% | 7,427,057 | $49M |
| 3 | BlackRock, Inc. | 4.52% | 5,656,978 | $37M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.52% | 5,648,873 | $37M |
| 5 | STATE STREET CORP | 4.24% | 5,305,333 | $35M |
| 6 | BlackRock, Inc. | 4.14% | 5,170,690 | $34M |
| 7 | WILSEY ASSET MANAGEMENT INC | 3.91% | 4,892,550 | $32M |
| 8 | PRIVATE MANAGEMENT GROUP INC | 3.28% | 4,101,889 | $27M |
| 9 | LSV ASSET MANAGEMENT | 3.07% | 3,839,254 | $25M |
| 10 | PRUDENTIAL FINANCIAL INC | 2.79% | 3,481,988 | $23M |
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