Independent
Tenure on this board
10.0 yrs
10 nominees · 3 ballot items.
Election of 10 directors; Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026; Advisory (non-binding) vote to approve named executive officer compensation (Say-on-Pay).
Elect 10 directors to one-year terms ending at the 2027 Annual Meeting.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026.
This management proposal asks shareholders to ratify the Audit Committee’s selection of Deloitte & Touche LLP as Snap-on’s independent registered public accounting firm for fiscal 2026. Management seeks shareholder ratification as a governance practice to allow shareholders to participate in the selection of the auditor, though the ratification is not binding; the Audit Committee remains responsible for appointment and may reconsider if shareholders reject the ratification. The committee’s recommendation is grounded on considerations of Deloitte’s qualifications, performance, independence, the audit engagement team (including review of the lead partner), quality of interactions and fee levels. This proposal is routine in nature and typically garners board support; the Board recommends a vote FOR, citing the committee’s evaluation and ongoing relationship with Deloitte since 2002. A rejection would signal shareholder dissatisfaction with auditor selection and could prompt the Audit Committee to reassess the engagement, potentially resulting in auditor change or enhanced engagement oversight. Audit fee disclosures and the Audit Committee Report provide additional context on services provided and pre-approval policies.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory (non-binding) shareholder approval of the Company’s executive compensation program as disclosed in the proxy statement (Say-on-Pay). The Board and the Organization and Executive Compensation Committee seek shareholder affirmation of the design and outcomes of the compensation program, which emphasizes pay-for-performance through annual incentives and long-term equity awards (PSUs, stock options, RSUs) tied to operating income, RONAEBIT and revenue growth metrics. Management argues that the program aligns executives’ interests with shareholder value creation, includes governance safeguards (clawbacks, stock ownership guidelines, double-trigger change-of-control arrangements, independent compensation consultant), and resulted in compensation outcomes responsive to Company performance (e.g., PSUs paid at 69.7% for the 2023–2025 cycle). The Board recommends a vote FOR. As an advisory vote, the outcome will be considered by the Committee in future compensation decisions but is not binding.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.50% | 3,369,035 | $1.2B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.15% | 2,665,533 | $968M |
| 3 | STATE STREET CORP | 4.42% | 2,289,917 | $832M |
| 4 | FIRST TRUST ADVISORS LP | 3.92% | 2,031,823 | $738M |
| 5 | BlackRock, Inc. | 3.45% | 1,787,737 | $649M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.19% | 1,654,948 | $601M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.87% | 1,485,114 | $538M |
| 8 | BlackRock, Inc. | 2.22% | 1,149,203 | $417M |
| 9 | EARNEST PARTNERS LLC | 1.78% | 922,391 | $335M |
| 10 | NORDEA INVESTMENT MANAGEMENT AB | 1.56% | 810,096 | $290M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.