Independent
Tenure on this board
2.2 yrs
4 nominees · 3 ballot items.
Elect four Class II directors; an advisory “say-on-pay” vote to approve executive compensation; and ratify PricewaterhouseCoopers LLP as the independent auditor for 2026.
Election of four Class II director nominees to serve until the 2028 annual meeting.
Non‑binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This proposal requests a non‑binding, advisory approval of the company’s disclosed executive compensation for its named executive officers, giving shareholders an opportunity to express support or concern for pay practices. Management seeks this approval as required by Section 14A and to validate the design and outcomes of its pay program following the company’s separation from 3M and subsequent strategic actions, including divestitures, an acquisition, and a $1 billion share repurchase program. The compensation program emphasizes pay‑for‑performance: a large majority of CEO and NEO target pay is at risk (92% for CEO; 81% for other NEOs), with a mix of annual cash incentives tied to revenue, adjusted operating income and free cash flow and three‑year PSUs tied to cumulative revenue growth, adjusted EPS and relative TSR. The Talent Committee has adjusted plan design in response to shareholder feedback—adding relative TSR and strengthening ownership guidelines—while retaining discretion to make certain compensation adjustments for separation, transaction, or tariff impacts. Management frames these adjustments and the overall plan as necessary to attract and retain experienced MedTech leadership during a complex post‑spin transition and to align management incentives with long‑term shareholder value. The Board recommends a “FOR” vote, arguing the program’s metrics are rigorous, risk‑mitigating features (clawbacks, anti‑hedging, ownership guidelines) are in place, and the Committee conducts benchmarking and annual risk reviews. Because the vote is advisory, a negative outcome would prompt additional shareholder engagement and potential changes to compensation design; a favorable vote provides the Board and Talent Committee with validation to continue the current program. Evaluating the proposal requires weighing strong recent company performance and executive retention needs against the size and structure of pay packages and the discretion the Committee retains for certain adjustments and one‑time awards.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Solventum’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Independent Franchise Partners LLP | 9.09% | 15,733,495 | $1.0B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.54% | 9,601,949 | $627M |
| 3 | TRIAN FUND MANAGEMENT, L.P.Activist | 4.76% | 8,236,753 | $538M |
| 4 | STATE STREET CORP | 3.70% | 6,407,480 | $418M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.69% | 6,390,364 | $417M |
| 6 | DAVIS SELECTED ADVISERS | 3.66% | 6,330,325 | $413M |
| 7 | BlackRock, Inc. | 2.67% | 4,621,994 | $302M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.47% | 4,278,418 | $278M |
| 9 | Boston Partners | 2.11% | 3,646,190 | $238M |
| 10 | Invesco Ltd. | 1.97% | 3,412,671 | $223M |
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