Independent
Tenure on this board
11.0 yrs
11 nominees · 3 ballot items.
Election of directors for Class A and Common Stock; Advisory (non-binding) approval of fiscal 2026 compensation for Named Executive Officers.
Elect eight directors to the Board by holders of Class A Stock.
Elect three directors to the Board by holders of Common Stock.
Non-binding, advisory vote to approve the compensation paid to the Company’s Named Executive Officers for fiscal 2026.
Proposal asks Class A Stockholders to cast a non-binding advisory vote to approve the Company’s fiscal 2026 Named Executive Officer compensation as disclosed in the proxy, including the CD&A and pay tables. Management seeks shareholder feedback consistent with the Company’s prior triennial frequency for advisory votes; the HRCC uses this vote as input when setting future compensation. Context includes the Company’s use of STIP, PSUs, RSUs and changes in executive roles and special bonuses (e.g., sale/leaseback transaction bonuses); compensation decisions reflected changes to base salaries, STIP allocations and long-term incentive designs tied to operating income and other metrics. The board recommends a FOR vote, arguing the programs tie pay to performance, retain executives, and align management with shareholder interests, and notes the vote is advisory and non-binding but considered in future HRCC decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.22% | 1,739,445 | $80M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 8.97% | 1,692,263 | $78M |
| 3 | AMERICAN CENTURY COMPANIES INC | 4.45% | 838,952 | $39M |
| 4 | STATE STREET CORP | 3.59% | 677,671 | $31M |
| 5 | Bragg Financial Advisors, Inc | 3.56% | 672,247 | $31M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.37% | 636,562 | $29M |
| 7 | Invesco Ltd. | 3.06% | 576,392 | $27M |
| 8 | BlackRock, Inc. | 2.96% | 558,467 | $26M |
| 9 | Allianz Asset Management GmbH | 2.92% | 550,055 | $25M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.73% | 515,294 | $24M |
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