Independent
Tenure on this board
10.8 yrs
Also a director at
Whitehorse Finance Inc (WHF)Driven Brands Holdings Inc (DRVN)
3 nominees · 3 ballot items.
Election of three directors; advisory approval of named executive officers’ compensation (say-on-pay); ratification of Deloitte as independent registered public accounting firm for 2026.
Elect three nominees (Ricky D. Puckett, Meenal A. Sethna, and Tana L. Utley) to serve as directors until the 2027 Annual Meeting.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement. Management seeks ratification as a governance signal that its executive pay program—weighted heavily to performance-based incentives including PSUs tied to relative TSR, annual incentives tied to adjusted EBITDA, adjusted free cash flow, and revenue, and a mix of options and RSUs—aligns management and stockholder interests. The Board supports annual say-on-pay votes and will consider outcomes in future compensation decisions; high prior approval rates (approximately 95% in 2025) and extensive shareholder outreach are cited to justify continued use of the current program. The Committee emphasizes strong pay-for-performance features, clawback policies, double-trigger change-in-control protections, and limits on hedging/pledging as risk mitigants. A sophisticated analyst should note the use of non-GAAP metrics in incentive calculations, the PSU relative TSR peer benchmarking, and the potential governance impact of a negative vote despite being non-binding; management’s strong recent operating performance (notably high TSR and executive payouts) and the company’s rationale that pay is aligned with value creation are central to the recommendation.
Stockholder vote to ratify the Audit Committee’s appointment of Deloitte & Touche LLP as SPX’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.5% | 3,771,586 | $754M |
| 2 | Capital International Investors | 5.8% | 2,893,247 | $578M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.0% | 2,489,488 | $498M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,233,005 | $446M |
| 5 | STATE STREET CORP | 3.6% | 1,782,901 | $356M |
| 6 | Capital World Investors | 3.5% | 1,745,487 | $349M |
| 7 | BlackRock, Inc. | 3.3% | 1,659,809 | $332M |
| 8 | Invesco Ltd. | 2.9% | 1,450,375 | $290M |
| 9 | FIRST TRUST ADVISORS LP | 2.7% | 1,362,871 | $272M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 1,028,512 | $206M |
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