Independent
Tenure on this board
5.7 yrs
9 nominees · 4 ballot items.
Elect nine directors; advisory (non-binding) vote to approve named executive officer compensation; approve amendment and restatement of 2012 Stock Incentive Plan (Second A&R SIP); ratify Deloitte & Touche LLP as independent auditor.
Elect nine director nominees to hold office until the next annual meeting.
Non-binding, advisory vote to approve the 2025 compensation of the company's named executive officers (say-on-pay).
The advisory vote asks shareholders to approve the company’s disclosed 2025 executive compensation (CD&A, tables and narrative). Management seeks endorsement to validate its pay-for-performance program, which ties 2025 annual and long-term incentives to corporate EPS, critical initiatives, operational goals, individual performance, relative TSR, earnings growth, and long-term sustainability metrics. The Board recommends FOR because it believes the program aligns executives’ interests with shareholders, includes high at-risk and performance-based proportions (e.g., 88% at-risk for CEO, 73% performance-based), and incorporates governance safeguards such as clawback policies, equity ownership requirements, independent compensation consultant engagement, and an annual say-on-pay review. The Board explains that payouts and adjustments reflect 2025 outcomes — e.g., EPS attainment, operational results, adjustments for a workplace fatality, and the PCC’s exercise of negative discretion — and that the non-binding vote will inform future decisions although it does not alter compensation contracts.
Approve the Second Amended and Restated 2012 Stock Incentive Plan to increase the share reserve, extend the term, and make related administrative changes.
Proposal 3 asks shareholders to approve the Second A&R SIP, which restates and expands the existing 2012 Plan (First A&R SIP). The principal substantive changes are a 15.5 million share increase in the aggregate share reserve (to 30.5 million), extension of the plan’s term to 2036, and removal of annual per-person share limits for awards to individuals (while maintaining a $750,000 aggregate annual limit for non-employee director compensation). Management seeks flexibility to continue making long-term equity grants that align employees’ and directors’ interests with shareholders and to sustain recruiting and retention. The Board recommends FOR, pointing to governance safeguards that remain in the plan (minimum vesting, anti-repricing without shareholder approval, clawback policies, independent administration by the PCC, and no tax gross-ups). The plan’s projected burn rate (0.17% average for 2023–2025) and current outstanding full-value awards are disclosed; management argues the requested increase represents reasonable dilution relative to outstanding shares and historical grant levels. The committee retains discretion over grant terms, and the plan includes customary adjustment provisions for corporate transactions and anti-dilution protections. The Board contends the expanded reserve is necessary to continue awarding performance-based and retention grants and to maintain competitive compensation practices.
Ratify Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.27% | 47,198,638 | $1.8B |
| 2 | STATE STREET CORP | 5.24% | 39,415,824 | $1.5B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.87% | 36,611,971 | $1.4B |
| 4 | BlackRock, Inc. | 4.16% | 31,319,058 | $1.2B |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 3.18% | 23,938,804 | $914M |
| 6 | FRANKLIN RESOURCES INC | 2.84% | 21,359,194 | $816M |
| 7 | T. Rowe Price Investment Management, Inc. | 2.76% | 20,745,720 | $792M |
| 8 | Invesco Ltd. | 2.55% | 19,150,906 | $732M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.26% | 16,977,969 | $646M |
| 10 | BlackRock, Inc. | 2.19% | 16,441,762 | $628M |
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