Not independent
Tenure on this board
29.4 yrs
2 nominees · 3 ballot items.
Three proposals: (1) election of two Class III directors for three-year terms; (2) ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2027; and (3) a non-binding advisory (say-on-pay) vote to approve the compensation of the Company’s named executive officers.
Elect two Class III directors (Dr. Michael J. Hartnett and Dolores J. Ennico) to serve three-year terms expiring in 2029.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2027.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks shareholders to approve the overall compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking this advisory approval to provide stockholders a periodic, structured opportunity to express their views on the design and outcomes of executive pay, consistent with SEC rules and good governance practices. The Company’s program is grounded in a pay-for-performance philosophy that heavily weights adjusted EBITDA for annual cash and one-year equity awards and uses ROIC and (for future three-year awards) TSR versus peers for longer-term awards, aligning management incentives with company financial performance and shareholder value. The CEO and COO receive mix of one-year and three-year performance-based awards, with specific salary multiples tied to adjusted EBITDA performance; other NEOs receive a mix of restricted stock and options. The Board emphasizes that the say-on-pay vote is advisory and non-binding, but that the Compensation Committee and Board value investor feedback and will consider significant adverse votes when evaluating compensation practices. The filing highlights robust FY2026 financial results (record revenues, adjusted EBITDA and free cash flow) and notes the Compensation Committee’s engagement with major shareholders, including an 81% prior approval and a decision to keep annual say-on-pay votes. Management’s stated rationale for recommending FOR is that the program drives performance, aligns CEO pay with Company results, avoids problematic pay practices, and incorporates stockholder engagement. Given the advisory nature, the Company commits to consider and address stockholder concerns if the vote indicates significant opposition, while retaining discretion over specific program elements.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.71% | 1,808,580 | $1.2B |
| 2 | Durable Capital Partners LP | 5.40% | 1,708,921 | $1.1B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.51% | 1,429,173 | $920M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.19% | 1,326,855 | $855M |
| 5 | FMR LLC | 3.67% | 1,162,077 | $748M |
| 6 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 3.08% | 976,426 | $629M |
| 7 | STATE STREET CORP | 3.06% | 967,190 | $623M |
| 8 | BlackRock, Inc. | 3.04% | 963,193 | $620M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.84% | 580,976 | $374M |
| 10 | Artisan Partners Limited Partnership | 1.79% | 568,008 | $366M |
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