Independent
Tenure on this board
3.0 yrs
9 nominees · 3 ballot items.
Shareholders will vote on the election of nine director nominees, advisory approval of named executive officer compensation, and ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2027.
Elect Denise Russell Fleming, Lance M. Fritz, Linda A. Harty, Jennifer A. Parmentier, E. Jean Savage, Laura K. Thompson, James R. Verrier, James L. Wainscott, and Beth A. Wozniak as directors for terms expiring at the 2027 Annual Meeting of Shareholders.
Approve, on a non-binding advisory basis, the compensation paid to Parker-Hannifin’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures.
Proposal 2 asks shareholders to approve, on a non-binding advisory basis, the compensation paid to Parker-Hannifin’s named executive officers as disclosed in the proxy statement. The vote is required under Section 14A of the Securities Exchange Act and related SEC rules. The Company emphasizes that its compensation program is designed around pay-for-performance, with substantial portions of target compensation tied to annual and long-term operating, financial, and stock-price outcomes. For fiscal 2026, the CEO’s target compensation was described as 91% at risk, while the other named executive officers averaged 81% at risk. Annual incentives were tied to segment operating income, sales revenue, and cash flow margin, and the resulting Officer ACIP payout was 173.69% of target. Long-term incentives included performance awards based on revenue growth, EPS growth, and return on invested capital relative to peer companies, as well as stock appreciation rights. The Company also highlights clawback provisions, stock ownership guidelines, anti-hedging and anti-pledging rules, annual compensation risk reviews, and the absence of employment agreements. The Human Resources and Compensation Committee is composed entirely of independent directors and retains Mercer as its independent compensation consultant. The Board notes that shareholders approved approximately 88% of the say-on-pay vote at the 2025 annual meeting and unanimously recommends voting FOR this proposal, while acknowledging that the advisory result is not binding but will be considered in future compensation decisions.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Parker-Hannifin’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 7.45% | 9,385,389 | $9.2B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.53% | 8,234,180 | $8.1B |
| 3 | Procyon Advisors, LLC | 4.02% | 5,069,169 | $5.0B |
| 4 | BlackRock, Inc. | 3.05% | 3,849,260 | $3.8B |
| 5 | FMR LLC | 2.17% | 2,736,300 | $2.7B |
| 6 | BlackRock, Inc. | 2.12% | 2,678,083 | $2.6B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.97% | 2,477,184 | $2.4B |
| 8 | BANK OF AMERICA CORP /DE/ | 1.77% | 2,231,231 | $2.2B |
| 9 | Aristotle Capital Management, LLC | 1.59% | 1,998,974 | $2.0B |
| 10 | NORGES BANK | 1.57% | 1,975,158 | $1.9B |
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