Independent
Tenure on this board
8.5 yrs
Also a director at
Airbnb Inc (ABNB)Wpp PLC (WPP)
12 nominees · 3 ballot items.
Stockholders will vote to elect twelve directors, ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal 2027, and cast an advisory (non-binding) vote to approve the compensation of the named executive officers and the Company’s compensation philosophy, policies, and practices.
Elect 12 directors (three Class A directors elected by Class A stockholders and nine Class B directors elected by Class B stockholders) to serve until the 2027 Annual Meeting of Stockholders.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 3, 2027.
Advisory (non-binding) vote to approve the compensation of the named executive officers and the Company’s compensation philosophy, policies and practices as described in the Compensation Discussion and Analysis.
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s executive compensation program as described in the Compensation Discussion and Analysis. Management is seeking approval to validate its pay-for-performance design, which for Fiscal 2026 emphasized two primary short-term financial metrics (Total Company Revenue and Adjusted Operating Profit Margin), supplemental operational metrics (Strategic Growth Accelerators Revenue and Adjusted SG&A Expense), and an AI scorecard strategic modifier; long-term awards are tied to three‑year Adjusted ROIC and relative TSR. The Talent Committee, with support from an independent compensation consultant, adopted these metrics to reinforce profitable growth, capital allocation discipline, and alignment with stockholder returns while responding to prior stockholder feedback. The Board’s recommendation to vote FOR reflects the Company’s recent strong financial performance, the use of caps on payouts, clawback provisions, stock ownership guidelines, and other governance safeguards intended to mitigate excessive risk-taking. The vote is advisory and non-binding, but the Board has committed to consider the outcome in future compensation decisions and engages in regular stockholder outreach to refine program design. The Company also highlights its high prior Say-on-Pay support and explains the inclusion of AI metrics as a strategic modifier in response to evolving business priorities. Overall, the proposal is positioned as an endorsement of a compensation framework aimed at incentivizing sustained strategic progress and long-term stockholder value creation while retaining oversight controls and transparency.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 2,445,553 | $841M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.3% | 1,950,864 | $671M |
| 3 | FMR LLC | 2.4% | 1,441,975 | $496M |
| 4 | STATE STREET CORP | 2.4% | 1,425,013 | $491M |
| 5 | BlackRock, Inc. | 2.0% | 1,192,884 | $410M |
| 6 | AQR CAPITAL MANAGEMENT LLC | 1.8% | 1,081,111 | $362M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 1,027,755 | $353M |
| 8 | TWO SIGMA INVESTMENTS, LP | 1.5% | 896,724 | $308M |
| 9 | Invesco Ltd. | 1.5% | 865,441 | $298M |
| 10 | BlackRock, Inc. | 1.4% | 852,175 | $293M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.