Independent
Tenure on this board
17.9 yrs
6 nominees · 4 ballot items.
Election of six directors; advisory (non-binding) approval of executive compensation (“say-on-pay”); approval of Amendment No.1 to the 2024 Long-Term Stock Incentive Plan to add 7,200,000 shares and extend the plan term; and ratification of KPMG LLP as independent registered public accountants for 2026.
Elect three Class I and three Class II director nominees to serve one-year terms.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers for 2025.
This advisory proposal requests that stockholders approve, on a non-binding basis, the 2025 compensation of the company’s named executive officers as disclosed in the proxy (CD&A, tables, and narrative). Management supports the proposal, arguing that the compensation program is aligned with shareholders through performance-based incentives, including an emphasis on free cash flow in long-term awards and a relative TSR modifier, substantial "at-risk" pay, clawback provisions, anti-hedging policies, and stock ownership guidelines. The vote is routine for governance feedback; although non-binding, the Compensation Committee will consider results when setting future pay. Key context includes the company’s shift in equity design (moving from options to PRSUs tied to free cash flow with TSR modifiers) and recent strong financial performance metrics that funded annual bonuses at 100% of target. For analysts, note potential investor focus areas: magnitude of CEO pay and change in pay mix, sensitivity of long-term awards to free cash flow and TSR, and recent employment transitions among senior finance and legal officers that may affect near-term compensation decisions.
Approve Amendment No. 1 to increase shares available under the 2024 Plan by 7,200,000 and extend the plan term; other plan features unchanged.
Ratify the appointment of KPMG LLP as the company’s independent registered public accountants for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BERKSHIRE HATHAWAY INC | 32.3% | 108,822,227 | $2.5B |
| 2 | BERKSHIRE HATHAWAY INC | 4.7% | 15,984,890 | $369M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.6% | 8,704,748 | $201M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.5% | 8,303,630 | $192M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 1.7% | 5,841,596 | $135M |
| 6 | Kontiki Capital Management (HK) Ltd. | 1.7% | 5,696,724 | $131M |
| 7 | BlackRock, Inc. | 1.5% | 5,075,713 | $117M |
| 8 | CANADA PENSION PLAN INVESTMENT BOARD | 1.1% | 3,860,924 | $89M |
| 9 | STATE STREET CORP | 1.1% | 3,547,616 | $82M |
| 10 | GOLDMAN SACHS GROUP INC | 1.0% | 3,355,092 | $77M |
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