Independent
Tenure on this board
5.6 yrs
Also a director at
Abbott Laboratories (ABT)Ryerson Holding Corp (RYZ)
2 nominees · 5 ballot items.
Election of two Class III directors; Ratification of Deloitte & Touche LLP as auditor; Advisory “say-on-pay” vote; Approve amendment to permit stockholders with 25% to call special meetings; Approve Amended and Restated 2014 Incentive Award Plan.
Elect Michelle A. Kumbier and Robert A. Malone as Class III directors for a one-year term ending at the 2027 Annual Meeting.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
A non-binding advisory vote to approve the Company’s 2025 executive compensation as disclosed in the Proxy Statement.
The proposal requests an advisory, non-binding approval of the Company’s 2025 executive compensation as disclosed in this Proxy Statement (“say-on-pay”). Management and the Personnel and Compensation Committee present this vote to enable stockholder feedback on pay design and outcomes. The Committee explains that the compensation program is structured to align executive pay with stockholder interests through a mix of base salary, annual incentives tied to adjusted income, revenue and working capital, and long-term incentives including stock options, performance-based cash awards and performance-based restricted stock units tied to multi-year financial goals and relative TSR versus the S&P 500. The Board recommends a vote FOR because it believes the pay programs attract, retain, and motivate executives and that the high prior year stockholder support (95.6% in 2025) evidences alignment. The vote is advisory only and not binding, but the Board and Committee will consider results when evaluating future compensation. Key contextual factors include the Company’s strong 2025 financial results, detailed disclosure of target pay and realized pay, and the presence of governance features such as clawback policy, minimum vesting, anti-hedging, and stock ownership guidelines which management presents as mitigating excessive risk-taking.
Approve an amendment to the Restated Certificate of Incorporation to permit stockholders holding at least 25% of combined voting power to call special meetings, subject to procedural bylaws.
Management seeks shareholder approval to amend the company’s Certificate of Incorporation to allow stockholders holding 25% or more of the combined voting power to call special meetings. This proposal follows a 2025 stockholder resolution that passed seeking a 10% threshold; management engaged with large investors and concluded a higher threshold of 20–25% was preferable to protect against costly and disruptive demands by small groups. The amendment includes Bylaw procedures to require record-date verification, information disclosure about the requested business and director nominees, and several eligibility and timing restrictions to prevent duplicative or opportunistic special meetings (for example, exclusions for matters recently presented or imminent at regularly scheduled meetings). The Board recommends FOR because it believes the 25% threshold ensures stockholder rights while reducing the potential for disruption and undue influence by small actor groups, reflecting institutional investor preferences and precedents among peers. The change has governance implications by slightly increasing stockholder power, and the proposal’s acceptance or rejection will signal investor comfort with the company’s balance of governance responsiveness and protection against governance instability.
Approve the Amended and Restated Teledyne Technologies Incorporated 2014 Incentive Award Plan, increasing share reserve by 4,000,000 shares, modifying fungible ratio and other technical and governance changes.
Management requests shareholder approval to adopt a broad restatement and expansion of the company’s long-standing equity incentive plan. The principal requests are a 4 million share increase to the reserve and a change in the fungible share conversion ratio for Full Value Awards from 2.93 to 2.45 for grants made after the effective date, effectively improving fungibility and preserving more shares for future grants when using time-based or restricted-share awards. The Amended Plan also extends the plan’s term to 2036, removes performance cash bonuses from within the plan while maintaining mechanisms to provide cash outside the plan, increases non-employee director annual compensation limits, clarifies minimum vesting with a 5% exception pool, and adds delegation flexibility, among other governance and technical updates. The Board and Personnel & Compensation Committee recommend FOR, citing the need for long-term incentive currency to attract and retain talent, historical usage, modeling from advisors, and an expected fully-diluted run-rate consistent with peers (~12.23% as of 12/28/25). The amendment includes standard governance protections (no repricing without shareholder approval, clawback references, minimum vesting, dividend equivalent limits) and seeks shareholder approval as required under NYSE rules for equity plan refreshes. The proposal is material to investors because it affects future equity dilution, executive compensation design and the company’s ability to execute talent strategies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 7.2% | 3,357,967 | $2.0B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 3,030,782 | $1.8B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 2,379,328 | $1.4B |
| 4 | STATE STREET CORP | 4.7% | 2,190,705 | $1.3B |
| 5 | BlackRock, Inc. | 4.0% | 1,861,584 | $1.1B |
| 6 | DODGE COX | 3.5% | 1,604,265 | $971M |
| 7 | Aristotle Capital Management, LLC | 3.4% | 1,597,930 | $967M |
| 8 | JANUS HENDERSON GROUP PLC | 3.1% | 1,442,471 | $873M |
| 9 | FIL Ltd | 2.6% | 1,198,994 | $725M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 1,155,298 | $698M |
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