Not independent
Tenure on this board
6.8 yrs
9 nominees · 3 ballot items.
Election of nine directors; Ratification of Ernst & Young LLP as independent auditor for 2026; Advisory (non-binding) approval of named executive officer compensation (say-on-pay).
Elect nine director nominees to serve one-year terms.
Ratify retention of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Proposal 2 requests stockholder ratification of EY as the independent auditor for fiscal 2026. The Audit Committee proposes this to ensure continued oversight and to comply with governance practices; the committee reviews auditor performance annually and retains discretion to change auditors if necessary. Ratification is routine and carries a majority vote standard; the Board recommends FOR based on the committee's review of EY’s qualifications and performance. If not ratified, the Audit Committee will reconsider its selection. The proposal is procedural and does not involve substantive changes to governance or compensation.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the Proxy Statement.
Proposal 3 is an advisory (non-binding) say-on-pay vote asking stockholders to approve the Company’s 2025 executive compensation as disclosed in the Proxy Statement. Management argues the compensation program aligns pay with performance and long-term shareholder value, highlighting that 2025 incentive payouts were below target and certain performance-based awards cancelled—evidence of pay-for-performance. The Compensation and Human Capital Management Committee sets pay based on performance metrics and peer benchmarking and values prior strong stockholder support (96.0% approval in 2025). The Board recommends a vote FOR. The proposal is advisory; the Board will consider the outcome when setting future compensation but is not bound by it.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 6.17% | 2,248,451 | $455M |
| 2 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 6.04% | 2,200,618 | $445M |
| 3 | WELLINGTON MANAGEMENT GROUP LLP | 5.93% | 2,159,463 | $437M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 5.89% | 2,145,392 | $434M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.57% | 1,667,029 | $337M |
| 6 | STATE STREET CORP | 3.27% | 1,191,868 | $241M |
| 7 | BlackRock, Inc. | 3.07% | 1,120,099 | $227M |
| 8 | MORGAN STANLEY | 3.06% | 1,113,831 | $225M |
| 9 | Invesco Ltd. | 2.61% | 952,427 | $193M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.16% | 787,463 | $159M |
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