Independent
Tenure on this board
2.9 yrs
11 nominees · 3 ballot items.
Three management proposals: (1) election of eleven director nominees to serve until the 2027 Annual Meeting, (2) ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2027, and (3) a non-binding, advisory vote to approve the Company’s executive compensation (say-on-pay).
Elect the eleven nominees named in the Proxy Statement to serve as directors with terms expiring at the 2027 Annual Meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2027.
Non-binding, advisory approval of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation as disclosed in the proxy, covering the Compensation Discussion and Analysis, summary compensation table, and related disclosures. Management seeks this vote to confirm shareholder support for its pay philosophy and program design—namely target positioning near market median, heavy weighting toward performance-based pay (75%–88% of target pay for Named Executive Officers), a mix of short-term cash incentives tied to adjusted operating income, net sales and free cash flow, and long-term awards comprised primarily of performance units and restricted stock. The Board and Compensation Committee view the program as promoting long-term shareholder alignment through multi-year performance measures, robust stock ownership guidelines, clawback provisions, and restrictions on hedging and pledging. Company context: fiscal 2026 delivered strong free cash flow and met or modestly exceeded certain corporate performance metrics, but long-term performance units tied to the 2024 grant paid out at zero due to impairment charges and tariff impacts that depressed adjusted EPS and ROIC, an outcome the Compensation Committee disclosed and reviewed. Management emphasizes that the advisory vote is annual and non-binding under Dodd-Frank; however, the Board commits to engage with shareholders and reconsider pay practices if significant opposition emerges. The Company notes prior strong shareholder support (approximately 93% approval in 2025), which the Board cites as validation but continues to monitor investor feedback when setting targets and plan design. A vote FOR therefore endorses the Board’s current compensation approach and disclosure; a vote AGAINST or significant negative vote would likely prompt the Compensation Committee to evaluate changes, enhanced disclosures, or additional shareholder engagement to address concerns.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.3% | 6,746,043 | $651M |
| 2 | STATE STREET CORP | 6.1% | 6,495,802 | $626M |
| 3 | UBS Group AG | 5.5% | 5,816,809 | $561M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.6% | 4,877,664 | $470M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.4% | 3,632,412 | $350M |
| 6 | BlackRock, Inc. | 2.9% | 3,121,791 | $301M |
| 7 | BARCLAYS PLC | 2.6% | 2,754,683 | $266M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 2,499,523 | $241M |
| 9 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 2.1% | 2,190,076 | $211M |
| 10 | FMR LLC | 2.0% | 2,096,026 | $202M |
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