Independent
Tenure on this board
6.7 yrs
Also a director at
Hamilton Insurance Group Ltd (HG)
12 nominees · 5 ballot items.
Election of directors; advisory vote on executive compensation (say-on-pay); approval of amended and restated Employee Stock Purchase Plan (increase shares, match, fractional shares, retirement vesting); ratification of Deloitte & Touche LLP as independent auditor for 2026; and any other business that may properly come before the meeting.
Election of 12 director nominees to serve a one-year term ending at the 2027 annual meeting.
Advisory, non-binding shareholder vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Item 2 asks shareholders to cast a non-binding annual advisory vote to approve executive compensation as disclosed under Item 402 of Regulation S-K. Management frames this as an endorsement of the Company’s pay-for-performance philosophy and comprehensive CD&A and compensation tables. The Board notes strong prior support (94% in 2025) and emphasizes that, while the vote is advisory, it will consider shareholder feedback in future compensation decisions. The recommendation is FOR, reflecting management’s view that the existing compensation design aligns executive incentives with long-term shareholder value and includes governance safeguards such as clawback policies, stock ownership guidelines, multi-year performance metrics for long-term incentives, and independent consultant input.
Approve amendments to the Employee Stock Purchase Plan to add 300,000 shares, allow forfeited/matching shares to return to plan, permit fractional shares, provide vesting treatment for retirees, and make technical and conforming changes.
Item 3 requests shareholder approval of an amended and restated Employee Stock Purchase Plan (Revised ESPP). Management seeks authority to add 300,000 additional shares to the plan (bringing total available to 400,000 when combined with prior authorization of 100,000), enable forfeited matching shares and tax-withheld shares to recycle back into the plan, permit issuance of fractional shares, and improve retirement vesting for Matching Common Stock. The Revised ESPP includes administrative flexibilities (committee administration, sub-plans for non-U.S. jurisdictions), limits on participation (excludes officers, consultants, non-employee directors), contribution limits (2%-10% of salary; $15,000 annual cap), and a company matching feature providing Matching Common Stock equal to 25% of purchased shares subject to a one-year restricted period (with retirement carve-out). Management argues the matching component drives broad-based ownership and retention while conforming to NYSE rules; the Board recommends a FOR vote, citing alignment of employee incentives with shareholder interests and administrative updates. The appended Appendix A contains the full Revised ESPP text, including specific amendments and conforming changes; shareholder approval is required to satisfy NYSE requirements for the additional shares and plan amendments.
Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026.
Consider any other business that may properly come before the meeting or any adjournment or postponement.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | HARRIS ASSOCIATES L P | 7.3% | 4,765,353 | $973M |
| 2 | FMR LLC | 6.9% | 4,505,020 | $920M |
| 3 | BlackRock, Inc. | 5.4% | 3,506,340 | $716M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 3,504,198 | $715M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,938,295 | $600M |
| 6 | WCM INVESTMENT MANAGEMENT, LLC | 4.3% | 2,830,620 | $567M |
| 7 | STATE STREET CORP | 3.5% | 2,269,203 | $463M |
| 8 | EARNEST PARTNERS LLC | 3.5% | 2,266,661 | $463M |
| 9 | BlackRock, Inc. | 3.2% | 2,067,243 | $422M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 2.8% | 1,847,840 | $377M |
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