Not independent
Tenure on this board
6.0 yrs
14 nominees · 3 ballot items.
Elect 14 directors (11 Class A and 3 Class B); advisory approval of named executive officer compensation (say-on-pay); and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026.
Election of 14 director nominees (11 Class A nominees and 3 Class B nominees) to the Board.
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 stockholders to cast a non-binding, advisory vote approving the Company’s disclosed named executive officer (NEO) compensation package. Management seeks stockholder endorsement to validate its pay-for-performance framework, which combines short-term MCIP incentives tied to Underlying Income Before Income Taxes, Underlying Free Cash Flow and Underlying Net Sales Revenue, with long-term incentives (PSUs, RSUs and options) tied to multi-year earnings and Relative TSR. The Compensation & HR Committee retained an independent consultant, used a peer group for benchmarking, and implemented clawback and ownership guidelines to align interests with stockholders. The context includes a 2025 CEO transition, retention awards tied to leadership continuity, and mixed operative results (low annual MCIP payout but above-target PSU outcomes for the three‑year period), which management argues justify the overall program design. The Board recommends a FOR vote, stating that the program appropriately balances short- and long-term incentives, ties pay to key operational metrics and shareholder returns, and supports retention through a leadership transition. Key governance features referenced by the Board include annual advisory votes, independent committee oversight, a majority-independent board, and explicit disclosure of performance outcomes in the CD&A. A vote FOR is advisory only; the Board will consider the outcome when shaping future compensation but is not bound to it. From an investor-analytic perspective, the proposal should be evaluated on whether the disclosed metrics, payout outcomes, governance safeguards, and extraordinary awards (e.g., retention or sign-on RSUs tied to CEO transition) deliver alignment with long-term shareholder value without encouraging undue risk-taking.
Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 10.4% | 18,523,049 | $798M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.0% | 10,627,366 | $458M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 9,041,848 | $389M |
| 4 | STATE STREET CORP | 4.9% | 8,750,039 | $377M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.5% | 7,949,583 | $342M |
| 6 | LSV ASSET MANAGEMENT | 3.3% | 5,921,078 | $255M |
| 7 | BlackRock, Inc. | 2.9% | 5,131,904 | $221M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 2.6% | 4,690,755 | $202M |
| 9 | Invesco Ltd. | 2.6% | 4,683,070 | $202M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 4,050,503 | $174M |
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