Independent
Tenure on this board
4.4 yrs
3 nominees · 3 ballot items.
Elect three Class II directors (K. Don Cornwell, Peter L.S. Currie, Thomas M. Ryan); approve, on a non-binding advisory basis, the compensation of the Named Executive Officers (say-on-pay); and ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026.
Election of three Class II director nominees—K. Don Cornwell, Peter L.S. Currie, and Thomas M. Ryan—to serve three-year terms expiring in 2029.
Non-binding, advisory vote to approve the compensation of the company’s Named Executive Officers as disclosed in the proxy statement (say-on-pay).
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the company’s Named Executive Officers as disclosed in the proxy statement. Management is seeking shareholder approval to confirm endorsement of its compensation philosophy and practices, which emphasize alignment between executive pay and company performance through a mix of annual incentive compensation tied to company-wide financial results and long-term equity awards that vest over multiple years. The proxy highlights specific governance features: no individual revenue payouts, use of an independent compensation consultant (Willis Towers Watson) for benchmarking, minimum equity ownership guidelines, and clawback provisions to mitigate inappropriate outcomes. The Board frames the program as market-competitive to attract and retain talent while reinforcing collaboration and long-term shareholder alignment; it also notes a strong prior say-on-pay result (over 97% support) as evidence of shareholder endorsement. Although advisory and non-binding, the Board states it will carefully consider the vote results in future compensation decisions, making the vote an important signal of shareholder satisfaction with pay-for-performance. From a governance perspective, the proposal sits within a well-documented compensation committee process, including independent advisors and clearly stated performance measures (adjusted EPS, adjusted pretax income, revenue, and share price) that the committee uses to evaluate awards. The Board recommends a FOR vote on the basis that the program aligns management incentives with multi-year shareholder value creation and risk-managed compensation practices. Given the discretionary elements of annual awards, investors should weigh the qualitative disclosures about goals, benchmarking, and committee oversight alongside the quantitative pay tables when assessing whether the program suitably links pay and performance. The advisory nature means that while the Board can continue with the program regardless of the outcome, a significant negative vote would likely prompt active engagement and potential changes to compensation design and disclosure.
Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.8% | 2,535,593 | $354M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.9% | 1,267,368 | $177M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 1,048,086 | $146M |
| 4 | STATE STREET CORP | 3.7% | 966,150 | $135M |
| 5 | WASATCH ADVISORS LP | 3.2% | 824,537 | $115M |
| 6 | BlackRock, Inc. | 2.9% | 761,751 | $106M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.6% | 667,408 | $93M |
| 8 | CONGRESS ASSET MANAGEMENT CO | 2.3% | 604,352 | $84M |
| 9 | FMR LLC | 2.0% | 521,379 | $73M |
| 10 | Clearbridge Investments, LLC | 1.5% | 376,736 | $53M |
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