Independent
Tenure on this board
8.0 yrs
Also a director at
Extra Space Storage Inc (EXR)
8 nominees · 3 ballot items.
Elect eight directors; non-binding advisory approval of executive compensation (Say-on-Pay); and ratification of Ernst & Young LLP as the independent registered public accounting firm.
Election of eight director nominees to hold office for one-year terms until the 2027 annual meeting or until their successors are elected and qualified.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s named executive officer compensation as disclosed in the proxy. Management seeks this endorsement to validate the Compensation and Human Capital Committee’s pay-for-performance program design, which relies on a mix of short-term (MICP) and long-term (RSUs and PSUs) incentives tied to metrics such as Adjusted Net Sales, Adjusted EPS, days working capital, and ROIC. The advisory vote is intended to provide feedback to the Board and the committee; while non-binding, the Board states it will carefully consider the outcome in making future compensation decisions. The Company emphasizes that a significant portion of CEO and NEO pay is performance-based (64% for the CEO in 2025) and that metrics and target-setting are informed by peer benchmarking and consultation with independent advisors. The proxy discloses that the committee removed certain acquired or discontinued operations from incentive metrics and uses adjusted measures to determine payouts, which could affect perceived alignment of pay and realized performance. The Board highlights governance features and risk mitigants—including clawback policy, stock ownership guidelines, prohibition on hedging/pledging, and double-trigger change-in-control protections—to argue that the program balances incentive and risk. The Company also cites strong prior shareholder support (97% in favor in 2025) as evidence of alignment but notes it will continue outreach and consider shareholder feedback. A vote against would signal investor dissatisfaction and could prompt the committee to revisit metrics, targets, disclosure, or program design, while a vote for maintains the status quo and supports management’s compensation approach.
Ratification of the Audit and Risk Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.3% | 3,352,353 | $134M |
| 2 | FMR LLC | 9.7% | 2,882,783 | $115M |
| 3 | ALLIANCEBERNSTEIN L.P. | 7.4% | 2,198,453 | $109M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 5.5% | 1,633,021 | $65M |
| 5 | STATE STREET CORP | 4.5% | 1,345,665 | $54M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.5% | 1,323,731 | $53M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 1,322,342 | $53M |
| 8 | FMR LLC | 3.9% | 1,171,292 | $47M |
| 9 | BlackRock, Inc. | 3.4% | 998,257 | $40M |
| 10 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 2.5% | 753,024 | $30M |
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