11 nominees · 7 ballot items.
Election of 11 directors; Ratification of PwC as independent auditors; Advisory approval of named executive officer compensation; Advisory vote on frequency of future Say-on-Pay votes (1 year); Approval of Amended and Restated 2023 Long-Term Incentive Plan with 24,000,000 share increase; Shareholder proposal to allow shareholders owning 10% (or lowest percent under law) to call special meetings; Shareholder proposal requesting a report on the Company’s risk from China exposure.
Election of 11 director nominees to serve until the next annual meeting.
Ratify PricewaterhouseCoopers LLP as the Company’s independent public accountants for fiscal 2026.
Non-binding advisory vote to approve the compensation of the named executive officers for fiscal 2025.
Non-binding advisory vote to select the preferred frequency (1, 2 or 3 years) for future advisory votes on executive compensation.
Approve the Restated 2023 LTIP to increase the share reserve by 24,000,000 shares and continue equity award authority.
Stockholder proposal by John Chevedden requesting that the Company amend governing documents to allow shareholders owning 10% (or lowest percent under law) to call a special shareholder meeting without ownership time requirement.
Stockholder proposal by Oklahoma Tobacco Settlement Endowment Trust (TSET) requesting a report assessing legal and reputational risks from the Company’s exposure to China and disclosure of business dealings.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.58% | 69,341,312 | $8.9B |
| 2 | STATE STREET CORP | 4.94% | 52,091,726 | $6.7B |
| 3 | BlackRock, Inc. | 4.30% | 45,301,220 | $5.8B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.24% | 34,192,863 | $4.4B |
| 5 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.93% | 30,864,702 | $4.0B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.50% | 26,326,252 | $3.4B |
| 7 | BlackRock, Inc. | 2.11% | 22,291,503 | $2.9B |
| 8 | VAN ECK ASSOCIATES CORP | 1.33% | 14,022,899 | $1.8B |
| 9 | BlackRock, Inc. | 1.30% | 13,704,172 | $1.8B |
| 10 | Invesco Ltd. | 1.00% | 10,574,511 | $1.4B |
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