11 nominees · 3 ballot items.
Election of 11 directors; advisory (non-binding) approval of named executive officer compensation (say-on-pay); and ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Election of eleven directors to the Board for one-year terms expiring at the 2027 Annual Meeting.
A non-binding, advisory vote to approve compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This is an advisory (non-binding) proposal asking shareholders to approve the Company’s executive compensation as disclosed in the proxy statement. Management seeks shareholder endorsement of its pay programs — which emphasize pay-for-performance, a mix of short-and long-term incentives, and robust governance controls — to validate the Compensation and Human Resources Committee’s decisions and benchmarking. The Company cites strong prior support (98.7% in 2025) and details its compensation structure (base salary, ICP annual incentive, and long-term equity awards with PSUs and RSUs) and recent changes including PSU metrics and mix adjustments. The Board recommends a vote FOR, arguing the program aligns NEO interests with shareholder value, includes clawback and ownership policies, and was reviewed with independent consultants. As advisory, the vote won’t be binding but will be considered by the Committee if significant opposition occurs.
Ratify selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VICTORY CAPITAL MANAGEMENT INC | 6.15% | 4,096,618 | $767M |
| 2 | BlackRock, Inc. | 5.15% | 3,429,591 | $642M |
| 3 | VIKING GLOBAL INVESTORS LP | 4.72% | 3,142,851 | $589M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.48% | 2,983,094 | $559M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.26% | 2,832,704 | $530M |
| 6 | FMR LLC | 3.93% | 2,613,216 | $489M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.13% | 2,082,970 | $390M |
| 8 | STATE STREET CORP | 3.03% | 2,020,295 | $379M |
| 9 | BlackRock, Inc. | 2.92% | 1,943,475 | $364M |
| 10 | Invesco Ltd. | 2.64% | 1,757,357 | $329M |
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