Independent
Tenure on this board
0.4 yrs
8 nominees · 3 ballot items.
1) Elect eight directors; 2) Ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026; 3) Advisory vote to approve named executive officers’ compensation (say-on-pay).
Elect eight nominees to the Board of Directors to serve one-year terms until the 2027 annual meeting.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the CD&A and related tables.
This proposal asks shareholders to provide a non-binding, advisory approval of the compensation paid to the Company’s Named Executive Officers as described in the Compensation Discussion and Analysis and accompanying tables. Management is seeking this advisory approval to obtain shareholder feedback on executive pay practices and to fulfill requirements under the Dodd-Frank Act; the Board has committed to hold annual advisory votes on executive compensation. The Compensation Committee frames the program to be competitive, to align executive interests with shareholder value through a mix of base salary, annual cash incentives tied to financial metrics, and multi-year restricted stock units, and to avoid incentives for excessive risk-taking. The proposal is not binding, but a favorable outcome provides the Compensation Committee with affirmation of its approach and influences future pay decisions; a negative outcome may prompt the Committee to revise compensation arrangements. The company discloses that equity awards vest over four years, bonuses are tied to gross margin and operating income targets (not disclosed because competitively sensitive), and that the Committee uses peer benchmarking and consultant support (F. W. Cook) in setting pay. Management emphasizes that the compensation program delivered a majority of at-risk pay and that the Company considered prior shareholder advisory results (89.8% support in 2025) when maintaining its approach. The Board recommends a vote FOR because it believes total compensation is reasonable, aligns with performance and retention objectives, and supports long-term shareholder value creation. Because the vote is advisory, it does not create additional fiduciary duties or change existing duties of the Board or management; however, it is an important governance signal that the Committee will consider when setting future compensation policies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.81% | 6,374,087 | $204M |
| 2 | VANGUARD GROUP INC | 8.81% | 5,194,947 | $166M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.61% | 3,895,955 | $125M |
| 4 | LSV ASSET MANAGEMENT | 4.89% | 2,883,463 | $92M |
| 5 | AMERICAN CENTURY COMPANIES INC | 4.17% | 2,461,127 | $79M |
| 6 | STATE STREET CORP | 3.80% | 2,243,545 | $72M |
| 7 | VICTORY CAPITAL MANAGEMENT INC | 3.63% | 2,142,591 | $69M |
| 8 | BlackRock, Inc. | 2.91% | 1,718,186 | $55M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.78% | 1,639,142 | $52M |
| 10 | Invesco Ltd. | 2.52% | 1,488,256 | $48M |
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