Independent
Tenure on this board
2.3 yrs
Also a director at
Advantage Solutions Inc (ADV)
12 nominees · 5 ballot items.
Elect twelve directors; ratify the selection of KPMG LLP as independent registered public accounting firm; approve, on an advisory basis, the compensation of the Company’s named executive officers; approve the amendment and restatement of the Company’s Long‑Term Stock Incentive Plan; and transact any other properly presented business.
Elect twelve nominees named in the Proxy Statement to serve as directors for a one‑year term ending at the 2027 Annual Meeting.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2027.
Advisory (non‑binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This non‑binding advisory proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the Proxy Statement. Management seeks this vote to confirm stockholder support for its pay programs and to inform future compensation decisions; it emphasizes that the program links pay to performance through a mix of base pay, an annual cash incentive (AMIP) tied to Net Sales, Comparable EBIT and FCF, and long‑term equity awards (50% PSUs and 50% RSUs) with performance metrics including enterprise cost savings and relative TSR. The proposal occurs in the context of a CEO succession and other compensation design changes (e.g., elimination of NQSOs from annual long‑term grants, redesigned PSU metrics to emphasize cost savings and TSR modifier) intended to drive retention and align incentives with enterprise priorities. Management notes past strong say‑on‑pay support (≈95% in 2025) and argues the programs are market‑competitive, have risk‑mitigating features (capped opportunities, clawback policy, stock ownership guidelines, anti‑hedging and anti‑pledging policies), and were reviewed by an independent compensation consultant. The Board recommends FOR on the basis that the compensation framework supports leadership continuity, executive retention during transition, and alignment with stockholder interests while calibrating incentives for current operating priorities. Because the vote is advisory, management will consider the outcome when making future compensation decisions, but it is not binding on the Board or the Human Resources Committee. The Board frames the request as a reaffirmation of pay‑for‑performance alignment amid restructuring, cost‑saving initiatives, and the CEO transition, and highlights disclosure of detailed performance outcomes (AMIP payouts and PSU certification) to inform stockholders’ decision.
Approve the Board‑recommended amendment and restatement of the Company’s Long‑Term Stock Incentive Plan to extend its term and implement various changes, including a reduction of the share reserve to 6,000,000 shares and other administrative and governance updates.
This proposal asks stockholders to approve an amended and restated Long‑Term Stock Incentive Plan that lengthens the plan term and implements multiple substantive and administrative changes. The Amended and Restated Plan extends the plan term through July 22, 2036 and reduces the share reserve to 6,000,000 shares (a decrease from approximately 8.7 million previously available assuming maximum PSU performance), limiting future dilution. The amendment retains stockholder‑friendly protections: no automatic single‑trigger vesting on a change in control, no excise tax gross‑ups, prohibition on repricing options/SARs without stockholder approval, no recycling of shares withheld for taxes, and annual limits on awards and non‑employee director compensation (with a narrow exception for certain chair/lead director roles). Management frames the change as necessary to continue granting equity to attract, retain, and motivate executives and directors while carefully managing dilution and maintaining governance safeguards; the Board recommends FOR because it believes the reduced share reserve and preserved protections appropriately balance talent retention needs with stockholder interests. The proposal is contextualized by the Company’s recent compensation design shifts (e.g., increased focus on PSUs tied to enterprise cost savings and TSR modifiers) and by ongoing succession and restructuring efforts; approving the plan enables the Company to continue those equity‑based programs. The Board also highlights administrative clarifications, revised forfeiture and non‑competition provisions, and updated change‑in‑control language. A FOR vote supports management’s view that the plan is a calibrated tool to link long‑term pay to performance while limiting dilution and maintaining public‑company governance norms.
Transact any other business that may properly come before the Annual Meeting or any adjournment or postponement, if applicable.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 7.1% | 12,206,493 | $1.8B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.3% | 9,076,016 | $1.4B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.4% | 7,515,202 | $1.1B |
| 4 | STATE STREET CORP | 4.1% | 7,025,709 | $1.1B |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 3.7% | 6,426,108 | $964M |
| 6 | BlackRock, Inc. | 2.6% | 4,511,662 | $677M |
| 7 | Grantham, Mayo, Van Otterloo Co. LLC | 2.3% | 4,025,780 | $604M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 3,356,570 | $501M |
| 9 | AMERIPRISE FINANCIAL INC | 1.9% | 3,308,338 | $496M |
| 10 | HARRIS ASSOCIATES L P | 1.8% | 3,101,167 | $465M |
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