Independent
Tenure on this board
18.0 yrs
4 nominees · 4 ballot items.
Election of four Class I directors; advisory vote to approve named executive officer compensation; approval of the 2026 Long‑Term Incentive Plan; approval of appointment of PricewaterhouseCoopers Ltd. as independent auditor and referral of auditor remuneration to the Board.
Elect four Class I directors (James L. Gibbons, Shyam Gidumal, Stephen C. Hooley, and Torsten Jeworrek) to serve until 2029.
Advisory ‘say-on-pay’ vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This advisory resolution asks shareholders to approve, on a non-binding basis, the Company’s executive compensation program as disclosed in the proxy, including the CD&A, tables, and narratives. Management is seeking shareholder approval to signal support for its pay‑for‑performance structure that ties a large portion of executive pay to performance shares, time‑vested restricted shares, and annual incentives. The Board recommends FOR, citing robust pay‑for‑performance design, high at‑risk pay percentages, and strong shareholder engagement with 95% prior support. The proposal does not change compensation directly but provides feedback to the Governance and Human Capital Committee; the Board will consider results when setting future compensation. Approval requires a majority of votes cast, is advisory, and the company holds annual say‑on‑pay votes.
Approve the 2026 Long‑Term Incentive Plan, authorizing 1,250,000 new shares and carrying over remaining shares from the 2016 Plan to replace it; plan governs equity and cash incentives for employees, directors and consultants.
Management asks shareholders to approve the 2026 Long‑Term Incentive Plan, which would replace the 2016 Plan and add 1,250,000 shares (about 2.9% of outstanding shares as of March 12, 2026), to support equity awards to attract, retain and motivate employees, consultants, and non‑employee directors. The Board argues the Plan includes shareholder‑friendly features: fixed share reserve (no evergreen), no repricing without shareholder approval, no discounted options, double‑trigger vesting on change‑in‑control, clawback provisions, minimum one‑year vesting (with limited exceptions), and limits on director compensation. It explains historical burn rate and dilution and expects the new reserve plus rollover shares to cover grants for approximately five years. Approval is recommended to maintain competitive compensation and avoid increasing cash pay that could reduce corporate resources. If shareholders reject the Plan, the 2016 Plan remains in effect until exhausted.
Ratify the appointment of PricewaterhouseCoopers Ltd. as auditor for 2026 and refer the determination of auditor remuneration to the Board.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 5.6% | 2,399,303 | $713M |
| 2 | BlackRock, Inc. | 5.5% | 2,365,242 | $703M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.4% | 2,290,265 | $681M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 1,960,158 | $583M |
| 5 | STATE STREET CORP | 3.9% | 1,656,699 | $492M |
| 6 | Capital World Investors | 3.5% | 1,478,491 | $439M |
| 7 | BlackRock, Inc. | 3.1% | 1,311,277 | $390M |
| 8 | Lightrock Netherlands B.V. | 2.8% | 1,178,423 | $16M |
| 9 | Boston Partners | 2.7% | 1,154,101 | $343M |
| 10 | Capital International Investors | 2.7% | 1,142,558 | $340M |
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