Not independent
Tenure on this board
5.0 yrs
Also a director at
Franklin Resources Inc (BEN)Warner Bros Discovery Inc (WBD)
10 nominees · 3 ballot items.
Elect ten directors to one-year terms; a non-binding advisory vote to approve the compensation of the Company’s named executive officers (say-on-pay); and ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Elect ten nominees currently serving as members of the Board of Directors to serve one-year terms expiring at the 2027 annual meeting.
Advisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K.
This non-binding ‘‘say-on-pay’’ proposal asks stockholders to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy materials under Item 402. Management frames the vote as an opportunity for stockholders to endorse the Company’s philosophy of significant at‑risk compensation that ties short‑term cash bonuses and long‑term equity (RSUs and PSUs) to financial, operational and strategic goals. The Compensation Committee reports that the 2025 program produced funded payouts (initially formulaic 122.7% of target, reduced by committee discretion to 120%) and that individual multipliers reflecting performance and risk assessments produced the actual payments. The committee also emphasizes retention and market competitiveness — large equity grants, multi‑year vesting, and an increasing proportion of performance‑based PSUs for senior executives. Following prior shareholder feedback (76.2% support in 2025), the Company made program design changes for 2026 to strengthen rigor and alignment, including aligning target performance with target payout (100% = target), narrowing funding range to 80%–120% with a threshold below which no payout is earned, and increasing the relative TSR target for PSUs to the 55th percentile. Management argues the program balances short‑ and long‑term incentives, includes risk mitigants (risk effectiveness assessment, clawback policy, and double‑trigger change‑in‑control protections), and is responsive to investor concerns. The Board unanimously recommends a vote FOR the proposal because it believes the disclosed compensation policies and practices appropriately align executive interests with long‑term shareholder value while addressing investor feedback and governance best practices.
Ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.45% | 57,108,581 | $907M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.97% | 50,975,115 | $809M |
| 3 | D. E. Shaw Co., Inc.Activist | 2.68% | 34,337,237 | $545M |
| 4 | UBS Group AG | 2.60% | 33,314,603 | $529M |
| 5 | BlackRock, Inc. | 2.58% | 33,153,027 | $526M |
| 6 | STATE STREET CORP | 2.13% | 27,315,197 | $434M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.76% | 22,566,743 | $358M |
| 8 | BlackRock, Inc. | 1.59% | 20,379,133 | $324M |
| 9 | Qube Research Technologies Ltd | 1.31% | 16,799,087 | $267M |
| 10 | JANE STREET GROUP, LLC | 1.18% | 15,081,953 | $240M |
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