Independent
Tenure on this board
9.3 yrs
Also a director at
Monster Beverage Corp (MNST)Dollar Tree Inc (DLTR)
2 nominees · 3 ballot items.
Election of two directors; Ratification of Deloitte & Touche LLP as independent auditors; Advisory (non-binding) vote to approve executive compensation.
Re-elect William W. Douglas III and Jeri L. Isbell as directors for one-year terms expiring at the 2027 Annual Meeting.
Ratify appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
This management proposal requests stockholder ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as SiteOne’s independent registered public accounting firm for the 2026 fiscal year. Management and the Audit Committee are seeking shareholder approval as a best practice even though it is not required. The Audit Committee evaluated Deloitte’s independence, objectivity, historical and recent performance, PCAOB inspection reports, fee structure, national footprint and capacity to audit a geographically dispersed distributor; these factors supported continuity of engagement. The committee considered the risks and costs of changing auditors, along with the benefits of auditor familiarity with the Company’s operations and accounting. The Audit Committee concluded Deloitte is independent and qualified and that retention is in the best interests of the Company and its stockholders. The Board recommends ratification for these governance and continuity reasons.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation as disclosed in the Proxy Statement. Management argues its compensation program is pay-for-performance, aligning pay with Adjusted EBITDA, Organic Daily Sales Growth, customer performance and long-term equity incentives tied to relative EBTA and ROIC. The Human Resources and Compensation Committee notes program design changes (50% PSUs/50% RSUs and ROIC as an independently weighted metric) to enhance alignment with shareholders. The Board points to recent strong stockholder support (more than 99% in 2025) and indicates it will consider vote outcomes in future compensation decisions. The vote is advisory and not binding, but informs committee decisions on compensation philosophy and structure.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 10.1% | 4,462,855 | $594M |
| 2 | AQR CAPITAL MANAGEMENT LLC | 5.1% | 2,251,292 | $290M |
| 3 | WASATCH ADVISORS LP | 4.8% | 2,121,524 | $282M |
| 4 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 4.7% | 2,072,171 | $276M |
| 5 | BAMCO INC /NY/ | 4.6% | 2,059,076 | $274M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,005,149 | $267M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.0% | 1,767,706 | $235M |
| 8 | T. Rowe Price Investment Management, Inc. | 3.8% | 1,693,852 | $225M |
| 9 | BlackRock, Inc. | 2.6% | 1,143,134 | $152M |
| 10 | Conestoga Capital Advisors, LLC | 2.5% | 1,106,701 | $147M |
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