Independent
Tenure on this board
12.4 yrs
10 nominees · 3 ballot items.
Election of 10 directors; advisory vote to approve named executive officer compensation (Say-on-Pay); and ratification of Deloitte & Touche LLP as independent registered public accounting firm.
Elect ten nominees named in the proxy statement to the Board of Directors for a one-year term expiring at the 2027 Annual Meeting.
Advisory vote to approve executive compensation as disclosed in the proxy statement (CD&A and compensation tables).
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation program as disclosed in the proxy statement, including the Compensation Discussion & Analysis and compensation tables. Management is seeking shareholder approval to demonstrate support for the pay framework that ties executive rewards to performance via programs such as the Market Value Potential (MVP) Program, Management Incentive Program (MIP), and Underwriting Profit Program (UPP). The Board recommends a vote FOR, citing that compensation is designed to align pay with long-term shareholder value, includes significant equity-based components and stock ownership guidelines, applies clawback and forfeiture provisions, and uses peer-adjustments and multi-year payout structures to discourage excessive short-term risk-taking. The proposal is advisory and non-binding, but the HCCC will consider significant negative votes and may adjust practices in response.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 9.8% | 8,985,432 | $513M |
| 2 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 6.2% | 5,667,125 | $323M |
| 3 | BlackRock, Inc. | 5.2% | 4,825,365 | $275M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.2% | 4,795,196 | $274M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 4,110,943 | $234M |
| 6 | Van Berkom Associates Inc. | 2.9% | 2,683,970 | $153M |
| 7 | BlackRock, Inc. | 2.8% | 2,600,649 | $148M |
| 8 | WASATCH ADVISORS LP | 2.8% | 2,579,955 | $147M |
| 9 | MARKEL GROUP INC. | 2.6% | 2,394,544 | $137M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 2,149,824 | $123M |
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