Independent
Tenure on this board
11.9 yrs
Also a director at
Home Depot Inc (HD)
13 nominees · 3 ballot items.
Election of 13 directors; advisory (non-binding) vote to approve named executive officer compensation (say-on-pay); ratification of Ernst & Young LLP as independent registered public accounting firm for 2026; and transacting other business as may properly come before the meeting.
Elect 13 director nominees listed in the proxy statement to serve until the 2027 annual meeting or until successors are elected and qualified.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement, including the CD&A and compensation tables.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement. Management (the Talent & Compensation Committee) seeks shareholder approval to validate its compensation framework that ties pay to performance using EPS, free cash flow, PSUs tied to CFVC and ROIC with an RTSR modifier, and a Sustainability and Performance Modifier affecting annual incentives. The Board recommends a vote for the proposal, arguing the program aligns executive incentives with shareholder value, emphasizes long-term performance through PSUs (80% weighting), includes governance safeguards like clawbacks and double-trigger change-in-control protections, and reflects shareholder feedback. The context: Republic delivered strong 2025 financial results, updated PSU metrics and LTI mix in 2025, and received 96.6% support on last year’s say-on-pay — management is using the advisory vote to affirm its approach and maintain engagement with shareholders. The vote is advisory and non-binding; the Committee will review results and consider them when making future compensation decisions.
Ratify the 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 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 13,058,206 | $2.9B |
| 2 | STATE STREET CORP | 3.2% | 9,793,456 | $2.1B |
| 3 | BlackRock, Inc. | 2.2% | 6,822,707 | $1.5B |
| 4 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.0% | 6,016,180 | $1.3B |
| 5 | Capital International Investors | 1.7% | 5,333,574 | $1.2B |
| 6 | BlackRock, Inc. | 1.5% | 4,640,985 | $1.0B |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 1.4% | 4,316,809 | $945M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.4% | 4,229,758 | $926M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.4% | 4,214,494 | $920M |
| 10 | Pictet Asset Management Holding SA | 1.0% | 3,098,403 | $679M |
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