Independent
Tenure on this board
4.2 yrs
2 nominees · 3 ballot items.
Election of two Class III directors; ratification of Deloitte & Touche LLP as independent auditors for 2026; advisory (non-binding) approval of named executive officer compensation (say-on-pay).
Elect two Class III directors (John D. Farina and Thalia M. Meehan) to three-year terms ending in 2029.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Proposal asks shareholders to ratify Deloitte as independent auditors for 2026. Management seeks approval to confirm the Audit Committee’s selection and to provide stockholder endorsement of the auditor engagement. The Audit Committee selected Deloitte, which served as the Company’s auditor for the most recently completed fiscal year; a representative is expected to attend the meeting. Ratification requires a majority of shares present or represented and entitled to vote. The Board recommends voting for ratification, noting that if stockholders do not ratify the selection the Audit Committee will reconsider the appointment and may appoint a different firm during the year if deemed in stockholders' interest. The filing discloses audit fees and the Audit Committee’s pre-approval policies, indicating ongoing oversight of audit independence and services. The proposal is routine; the Board supports Deloitte due to continuity and oversight while retaining discretion to change auditors if necessary.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The proposal seeks a non-binding advisory approval of the Company’s executive compensation for named executive officers (say-on-pay). Management is seeking shareholder endorsement of the Compensation Discussion and Analysis and the compensation tables. The Board and Compensation Committee recommend approval, emphasizing pay-for-performance, a mix of annual incentive and long-term performance-based equity awards tied to combined ratio and relative TSR, stock ownership guidelines, clawback policy, no hedging/pledging, and other governance features. The company highlights its historical TSR and long-term alignment. Because the vote is advisory, it is not binding but will be considered by the Board and Compensation Committee when setting future compensation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.7% | 1,572,308 | $114M |
| 2 | SRB CORP | 6.9% | 1,017,679 | $74M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.8% | 845,760 | $61M |
| 4 | SRB CORP | 5.3% | 776,976 | $56M |
| 5 | STATE STREET CORP | 5.2% | 757,977 | $55M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 4.6% | 672,132 | $49M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 651,540 | $47M |
| 8 | BlackRock, Inc. | 2.8% | 414,439 | $30M |
| 9 | GOLDMAN SACHS GROUP INC | 2.3% | 338,916 | $25M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 324,576 | $24M |
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