Not independent
Tenure on this board
5.2 yrs
12 nominees · 3 ballot items.
Election of 12 directors; Ratification of KPMG LLP as independent registered public accounting firm for 2026; Advisory approval of named executive officers’ compensation (Say-on-Pay).
Election of the 12 director nominees named in the proxy statement to serve until the next annual meeting.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This is an advisory (non-binding) vote where the Company asks shareholders to approve its executive compensation program for named executive officers, as disclosed in the proxy statement. Management seeks endorsement to demonstrate alignment between pay and performance and to inform future compensation decisions; the MDCC will consider the voting results when evaluating the executive compensation program. The Board recommends a vote FOR. The vote is not binding but is an important feedback mechanism, and the Company outlines pay philosophy, performance metrics, and governance safeguards including clawbacks, stock ownership guidelines, PSU and RSU structures, and risk oversight to justify its program.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 10.0% | 33,796,907 | $2.3B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.7% | 22,597,816 | $1.5B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.5% | 18,504,717 | $1.3B |
| 4 | STATE STREET CORP | 5.3% | 17,724,629 | $1.2B |
| 5 | BANK OF AMERICA CORP /DE/ | 3.6% | 12,136,410 | $826M |
| 6 | BlackRock, Inc. | 3.3% | 11,199,906 | $762M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.6% | 8,832,063 | $607M |
| 8 | PAR CAPITAL MANAGEMENT INCActivist | 2.3% | 7,612,137 | $518M |
| 9 | BlackRock, Inc. | 2.2% | 7,307,510 | $497M |
| 10 | GOLDMAN SACHS GROUP INC | 2.1% | 6,995,534 | $476M |
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