Not independent
Tenure on this board
0.1 yrs
11 nominees · 3 ballot items.
Election of eleven directors; advisory approval of executive compensation (Say-on-Pay); ratification of PricewaterhouseCoopers LLP as independent auditor; and transaction of other business at the annual meeting.
Elect eleven directors to the Board to hold office until the next annual meeting or until successors are elected and qualified.
Non-binding, advisory vote (Say-on-Pay) to approve the Company’s executive compensation as disclosed in the proxy statement.
This management proposal requests a non-binding advisory approval of the company’s executive compensation disclosures and program (Say-on-Pay). Management seeks shareholder approval to validate its compensation decisions, demonstrate alignment with pay-for-performance principles, and maintain continuity in its compensation governance, including use of performance-based PSUs, time-lapse RSUs, and annual incentives tied to utility adjusted net income and operational metrics. The Board is recommending support, citing the Compensation Committee’s oversight, benchmarking to peers, substantial at-risk pay, clawback policy, and recent investor engagement that led to disclosure enhancements and limited use of special awards. The request is routine but carries governance signaling value—management will consider the voting outcome in future compensation design. The proxy text clarifies the vote is advisory and nonbinding, and describes the compensation program design elements and the Compensation Committee’s role in administering pay to align with long-term stockholder interests.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.8% | 6,393,276 | $556M |
| 2 | FMR LLC | 6.4% | 4,644,600 | $404M |
| 3 | Corvex Management LPActivist | 6.0% | 4,318,161 | $375M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 3,855,767 | $335M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 3,008,299 | $261M |
| 6 | BlackRock, Inc. | 3.6% | 2,574,324 | $224M |
| 7 | STATE STREET CORP | 3.3% | 2,421,535 | $210M |
| 8 | MAVERICK CAPITAL LTD | 2.9% | 2,126,927 | $185M |
| 9 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 2.0% | 1,475,000 | $128M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 1,403,218 | $122M |
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