Independent
Tenure on this board
7.3 yrs
11 nominees · 14 ballot items.
Election of 11 directors; advisory votes on executive compensation and its frequency; ratification of auditors; advisory approval of directors’ compensation report; amendment to 2021 Equity Incentive Plan; appointment and remuneration of U.K. statutory auditor; receipt of 2025 Annual Report and Accounts; approval of share repurchase contract forms and counterparties; authorizations for the Board to issue equity securities (general, without pre-emption, under equity plans, and without pre-emption) and related authorizations.
Election or re-election of eleven director nominees to hold office until the next annual general meeting.
Advisory 'say-on-pay' vote to approve the compensation paid to the Named Executive Officers as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the company’s executive compensation disclosures and pay practices for named executive officers (NEOs) for 2025 as presented under Item 402 (CD&A, tables and narrative). Management asks for endorsement to signal shareholder support for its pay‑for‑performance program, which emphasizes a large at‑risk component (annual incentive tied to adjusted operating income margin and adjusted free cash flow; long‑term equity awards comprising PRSUs tied to relative TSR and ROIC and time‑based RSUs). The board recommends "FOR" citing alignment of pay with performance, a robust compensation governance process (independent consultant, clawback policy, anti‑hedging, stock ownership guidelines), and recent strong shareholder support on say‑on‑pay. The proposal is nonbinding, and the board will consider results when making future compensation decisions; approval would likely validate management’s compensation design, while a negative result would prompt investor engagement and potential program changes. Given recent performance improvements, free cash flow generation, and pay outcomes (e.g., CEO pay at risk and notable sign‑on arrangements), the vote tests investor views on transitional leadership compensation and equity plan design, including significant sign‑on awards for a newly appointed CEO. Proxy advisors will weigh program structure, disclosure, and governance practices alongside realized pay outcomes, making a close but routine advisory vote plausible; the board’s rationale emphasizes pay‑for‑performance alignment and retention needs during transformation.
Non‑binding advisory vote on whether future advisory votes on executive compensation should be held every one, two, or three years.
Management requests a non‑binding advisory vote on how frequently the company should hold say‑on‑pay advisory votes—annually, biennially or triennially. The Board recommends an annual vote, arguing that annual votes provide more timely feedback aligned with annual compensation disclosures and enable the Compensation Committee to gauge shareholder sentiment each year. While the vote is advisory and non‑binding, a preference for annual votes generally signals higher governance responsiveness; fewer years can reduce administrative burden but also delay shareholder feedback. The Board’s recommendation reflects the company’s emphasis on iterative investor engagement during an active transformation and leadership transition period. Investors often prefer annual votes when executive pay is evolving, as is the case here with a new CEO and sizable sign‑on awards; proxy advisors will evaluate shareholder engagement history and recent say‑on‑pay results when making recommendations.
Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026.
This management proposal asks shareholders to ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The Audit Committee has selected Deloitte based on its qualifications and prior audit experience; ratification is routine and intended to obtain shareholder approval even though the Audit Committee may replace the firm at any time. The board recommends a "FOR" vote. The proposal is procedural, focused on auditor independence, fees, scope of services (audit fees disclosed) and the Audit Committee’s oversight of non‑audit services. Investors generally treat this as a routine matter; failure to ratify would be a strong signal to the Audit Committee to reconsider auditor arrangements.
Advisory 'say-on-pay' style vote (under U.K. rules) to approve the Directors' Compensation Report included in Appendix A/Annual Report and Accounts.
This U.K.-required, non‑binding advisory vote asks shareholders to approve the Directors’ Compensation Report (comprehensive disclosures on executive and director pay and implementation) included in the UK Annual Report and Accounts. Management recommends "FOR," citing alignment of pay with performance, governance practices, and robust disclosure. The vote provides feedback on remuneration outcomes and policy implementation (including CEO sign‑on awards, PRSU/RSU structures, bonus outcomes and pension/benefit details). While advisory, repeated negative outcomes could require more substantive action; given strong prior support and recent compensation design emphasizing pay‑for‑performance, the board expects favorable shareholder endorsement.
Approve an increase to the share reserve under the Company's 2021 Equity Incentive Plan by 2,890,000 shares (to 8,590,000 total shares).
Management proposes an amendment to increase the 2021 Equity Incentive Plan share reserve by 2.89 million shares to 8.59 million. The board frames this as necessary to support future grants for executives, employees, and directors, maintain competitive compensation packages (including RSUs/PRSUs), and avoid shifting to less effective cash‑based alternatives. The proposal includes disclosure of current overhang, usage rates and expects the reserve to last ~three years under typical assumptions. Key analysis points include dilution impact (fully diluted overhang ~5.2% post‑approval), peer practice benchmarking, and the company's recent grant activity and hiring needs (notably CEO sign‑on awards). Shareholders and governance advisors will weigh dilution versus retention needs; approval is standard but may attract scrutiny if grants appear large relative to peer usage or are used to award outsized sign‑on or retention awards without clear performance alignment.
Appoint Deloitte Ireland LLP as the Company's U.K. statutory auditor to hold office until the next annual general meeting.
Authorize the Audit Committee to determine the remuneration of Deloitte Ireland LLP as U.K. statutory auditor for 2026.
Receive and approve the Company's 2025 Annual Report and Accounts (IFRS) and related reports for the year ended December 31, 2025.
Approve four forms of share repurchase agreements and a list of approved counterparties through which the Company may conduct off-market share repurchases under U.K. law.
Authorize the directors to allot equity securities up to an aggregate nominal amount equal to approximately 20% of issued share capital, as required under the U.K. Companies Act.
Disapply statutory pre-emption rights for allotments for cash up to approximately 10% (plus an additional 5% for acquisitions) of issued share capital, allowing issuances for cash without first offering to existing shareholders.
Authorize the directors to allot shares under the Company's equity incentive plans up to an aggregate nominal amount (amount dependent on whether Plan amendment is approved).
Disapply pre-emption rights for shares issued under the equity plans up to the nominal amounts specified (dependent on approval of Plan amendment).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JANUS HENDERSON GROUP PLC | 6.64% | 9,651,220 | $340M |
| 2 | PRICE T ROWE ASSOCIATES INC /MD/ | 5.83% | 8,473,143 | $298M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.33% | 7,745,839 | $273M |
| 4 | BlackRock, Inc. | 5.25% | 7,628,287 | $269M |
| 5 | Artisan Partners Limited Partnership | 5.11% | 7,428,537 | $262M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 4.88% | 7,096,144 | $250M |
| 7 | FULLER THALER ASSET MANAGEMENT, INC. | 4.72% | 6,862,391 | $242M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 4.50% | 6,540,845 | $230M |
| 9 | STATE STREET CORP | 3.27% | 4,754,561 | $167M |
| 10 | BlackRock, Inc. | 2.97% | 4,318,142 | $152M |
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