Not independent
Tenure on this board
18.3 yrs
10 nominees · 3 ballot items.
Elect ten directors; ratify Ernst & Young LLP as independent registered public accounting firm for 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (say-on-pay).
Elect ten (10) directors to the Board of Directors to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory vote to approve the compensation paid to the Company’s Named Executive Officers as disclosed in the Proxy Statement.
This management proposal requests a non-binding, advisory approval of the Company’s named executive officer (NEO) compensation as disclosed in the proxy materials. Management seeks this vote to comply with Section 14A of the Exchange Act and to obtain a periodic stockholder signal on the alignment of pay practices with Company performance. The Company’s compensation program emphasizes a mix of base salary, annual performance-based cash bonuses tied to metrics (e.g., EBIT or diluted EPS for certain officers), and long-term equity incentives (time-vested restricted stock and performance shares tied to return-on-capital versus a peer group), supplemented by customary benefits, clawback provisions and benchmarking by an independent consultant. The filing highlights recent context — a challenging 2025 year marked by tariff-driven cost pressures, an acquisition (Kurt Geiger) and mixed financial results — which informed discretionary bonus decisions and equity grants. The Board and Compensation Committee recommend a vote FOR, citing robust governance (independent committee oversight, use of an independent consultant, and prior strong shareholder support) and the Committee’s view that compensation is aligned with long-term value creation. The proposal is advisory and non-binding; however, the Board commits to consider the outcome and to engage with stockholders should there be significant opposition. Given recent stockholder say-on-pay results (over 98% approval in 2025) and the Company’s described pay-for-performance mechanisms, management positions the proposal as a reaffirmation of its compensation philosophy rather than a material change to pay practices. Analysts should weigh the non-binding nature of the vote, the Company’s prior high levels of support, and the specific compensation structures (notably performance shares for the CEO and multi-year restricted stock grants) when assessing governance risk and executive incentives.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.4% | 7,626,831 | $259M |
| 2 | FMR LLC | 6.9% | 5,060,411 | $172M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.1% | 4,429,887 | $150M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 3,248,821 | $110M |
| 5 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 3.8% | 2,785,166 | $94M |
| 6 | STATE STREET CORP | 3.8% | 2,756,675 | $94M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.0% | 2,186,177 | $74M |
| 8 | BlackRock, Inc. | 2.9% | 2,118,835 | $72M |
| 9 | T. Rowe Price Investment Management, Inc. | 2.8% | 2,019,507 | $69M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 1,767,733 | $60M |
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