Independent
Tenure on this board
4.9 yrs
10 nominees · 6 ballot items.
Elect ten directors; ratify Ernst & Young LLP as auditors; advisory approval of 2025 executive compensation; approve redomestication from Delaware to Texas by conversion; advisory approval to increase threshold to submit stockholder proposals to 3%; adjourn meeting if necessary to solicit additional proxies.
Election of ten directors — Paola M. Arbour, Jonathan E. Baliff, Ranjana B. Clark, Rob C. Holmes, David S. Huntley, Thomas E. Long, Mark W. Midkiff, Steven P. Rosenberg, Dale W. Tremblay, and Laura L. Whitley — each to serve until the 2027 annual meeting.
Ratify Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026.
Non-binding advisory vote to approve the 2025 compensation of the Company’s named executive officers (Say-on-Pay).
Proposal asks stockholders to approve, on a non-binding basis, the 2025 compensation of NEOs as disclosed in the proxy; management seeks endorsement to validate its pay-for-performance approach following a 47% support in 2025; the Board recommends FOR, citing alignment with strategy, changes made after stockholder feedback, retention considerations including targeted one-time awards in prior years, and rigorous clawback/ownership policies; a FOR vote signals shareholder acceptance of current compensation design and will inform future decisions.
Approve conversion-based redomestication of the company’s legal domicile from Delaware to Texas, adopting Texas Certificate of Formation and Bylaws, and the Plan of Conversion.
This management proposal requests shareholder approval to convert the company’s legal domicile from Delaware to Texas via a statutory conversion, adopting new Texas governing documents (certificate of formation and bylaws). Management argues the redomestication aligns legal domicile with the firm’s operational base in Texas, may save approximately $200,000 annually in Delaware franchise taxes, and could reduce litigation exposure and associated costs due to Texas Law Amendments codifying the business judgment rule, permitting ownership thresholds for derivative suits, and allowing exclusive forum and jury-waiver provisions. The board highlights operational nexus to Texas, potential cost savings, and regulatory/ legal benefits such as clearer standards for director decisionmaking and feasibility to limit opportunistic litigation; it also notes steps taken to preserve shareholder economic and voting rights in the proposed Texas documents and that the conversion will not change business operations, headquarters or SEC reporting. The board evaluated risks including possible litigation in Delaware challenging the conversion and the loss of Delaware case‑law precedent, and considered the potential reaction from investors and proxy advisors; it concluded benefits outweigh risks and unanimously recommends FOR. The proposal includes verbatim charter/bylaw changes, an ownership threshold for derivative suits (1%), and an advisory follow-on vote (Proposal Five) to opt into Texas statute raising the threshold for shareholder proposals to 3%. The conversion requires a majority of outstanding shares to approve and, if approved, the board will effect filings to complete the conversion, subject to customary consents and regulatory approvals when required.
Advisory vote to allow the Board to opt into Texas law (Section 21.373) to require a 3% ownership threshold or $1,000,000 and six months holding period (with solicitation requirement) to submit proposals to be voted at shareholder meetings.
Proposal seeks advisory approval for the Board to opt into Texas law authorizing a 3% ownership (or $1,000,000) threshold and six‑month holding requirement (plus 67% solicitation requirement) for shareholders or groups to submit proposals for a vote at shareholder meetings. Management frames this as a method to reduce low‑merit proposals from small, short‑term holders, encourage consolidation of material long‑term investors, reduce legal and administrative costs associated with repeated or frivolous proposals, and allow the company to focus on strategic execution. It emphasizes that director nominations and Rule 14a‑8 proxy submissions are unaffected. The board will consider stockholder feedback and may pursue the formal charter amendment if the advisory vote is favorable; the measure is non‑binding but intended to align governance with Texas statute 21.373. The board recommends FOR.
Authorize the meeting Chair to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are insufficient votes to adopt any of Proposals 2-5.
Proposal asks shareholders to permit adjournment of the meeting if there are insufficient votes to adopt one or more of Proposals 2-5, enabling the Company to solicit additional proxies; management recommends FOR to preserve the ability to reconvene and continue solicitation if needed.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | T. Rowe Price Investment Management, Inc. | 7.77% | 3,394,133 | $322M |
| 2 | BlackRock, Inc. | 7.68% | 3,353,025 | $318M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.28% | 2,743,953 | $260M |
| 4 | AQR CAPITAL MANAGEMENT LLC | 5.54% | 2,420,920 | $229M |
| 5 | STATE STREET CORP | 5.54% | 2,420,687 | $230M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.88% | 2,132,001 | $202M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.53% | 1,978,053 | $188M |
| 8 | BlackRock, Inc. | 3.47% | 1,517,024 | $144M |
| 9 | ALLIANCEBERNSTEIN L.P. | 2.79% | 1,217,853 | $110M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.55% | 1,114,043 | $106M |
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