Independent
Tenure on this board
9.2 yrs
10 nominees · 5 ballot items.
Elect ten directors; advisory vote to approve executive compensation; ratify EY as independent auditor; vote on shareholder proposal to reduce threshold to call special meetings (against board rec); vote on shareholder proposal to report on charitable support (against board rec).
Election of ten director nominees to serve one-year terms until the 2027 Annual Meeting.
Non-binding, advisory approval of the executive compensation program for the Company’s named executive officers as disclosed in the proxy statement.
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Shareholder proposal requesting bylaws amendment to allow owners of 10% of outstanding common stock (or lowest lawful percentage) to call a special shareholder meeting; prohibits ownership-duration and record-holder restrictions; requests publication of bylaws; proponent argues 25% threshold is unrealistic for large caps.
Shareholder proposal requesting an evaluation and report analyzing benefits, costs, legal, reputational, competitive and other risks of the Company’s charitable support; proposed report to exclude proprietary/confidential info.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.55% | 19,383,810 | $8.2B |
| 2 | STATE STREET CORP | 4.79% | 14,175,534 | $6.0B |
| 3 | TCI Fund Management LtdActivist | 4.74% | 14,035,310 | $6.0B |
| 4 | BlackRock, Inc. | 2.93% | 8,685,937 | $3.7B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.28% | 6,760,342 | $2.9B |
| 6 | BlackRock, Inc. | 2.08% | 6,167,999 | $2.6B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.01% | 5,935,538 | $2.5B |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 1.88% | 5,574,658 | $2.4B |
| 9 | Capital International Investors | 1.19% | 3,516,308 | $1.5B |
| 10 | BANK OF AMERICA CORP /DE/ | 1.04% | 3,073,126 | $1.3B |
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