Not independent
Tenure on this board
0.3 yrs
10 nominees · 3 ballot items.
Three management proposals: election of ten directors, a non-binding advisory vote to approve named executive officer compensation (Say-on-Pay), and ratification of KPMG LLP as independent registered public accounting firm for 2026.
Elect ten director nominees named in the Proxy Statement to terms expiring at the 2027 Annual Meeting.
A non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Proxy Statement (CD&A, executive compensation tables and related material).
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation program as disclosed in the CD&A and related tables. Management is seeking this endorsement to validate its pay-for-performance approach, which emphasizes a majority of “at-risk” compensation through annual bonuses tied to Adjusted EBITDA and long-term incentives split between performance shares (relative TSR) and time-based restricted stock units. The Compensation Committee highlights that the program aligns executives with long-term shareholder value, includes governance safeguards such as clawback policies, stock ownership requirements, prohibitions on hedging/pledging, and a cap on performance share payouts when TSR is negative. The proxy also notes contextual factors affecting 2025 compensation decisions, including asset dispositions, an organizational restructuring, the divestiture of a New Zealand joint venture and the merger-of-equals with PotlatchDeltic, all of which influenced bonus funding and long-term award treatment. Management emphasizes that past shareholder support has been strong (96.2% in the prior year), and the Committee will consider the advisory vote when setting future compensation. The recommendation to vote FOR rests on the Committee’s view that the compensation framework incentivizes sustainable performance, promotes retention through multi-year vesting, and aligns peer-relative metrics for long-term awards. Although the vote is non-binding, a favorable outcome provides governance validation; conversely, a negative outcome would prompt the Committee to reassess program design and shareholder engagement. The proposal therefore balances incentive alignment, retention and governance controls in the context of significant corporate transactions and seeks shareholder confirmation of that balance.
Ratify the appointment of KPMG LLP as independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.4% | 25,180,295 | $519M |
| 2 | COHEN STEERS, INC. | 7.2% | 21,691,004 | $447M |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 5.3% | 15,910,926 | $328M |
| 4 | BlackRock, Inc. | 5.2% | 15,703,185 | $324M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 13,301,029 | $274M |
| 6 | BlackRock, Inc. | 3.6% | 10,732,937 | $221M |
| 7 | Legal General Group Plc | 3.2% | 9,524,212 | $196M |
| 8 | SOUTHEASTERN ASSET MANAGEMENT INC/TN/Activist | 3.1% | 9,461,342 | $195M |
| 9 | FULLER THALER ASSET MANAGEMENT, INC. | 3.1% | 9,289,731 | $192M |
| 10 | STATE STREET CORP | 3.0% | 8,904,977 | $184M |
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