Independent
Tenure on this board
3.4 yrs
13 nominees · 5 ballot items.
Election of 13 directors; Ratification of Deloitte & Touche LLP and Deloitte Ireland LLP as auditors and authorizing Audit Committee to set remuneration; Advisory vote to approve named executive officer compensation (Say on Pay); Authorization for company/subsidiaries to make market purchases of company shares; Determine price range for re-allotment of treasury shares.
Election of thirteen (13) director nominees proposed by the Board to hold office until the next annual general meeting.
Ratify appointment of Deloitte & Touche LLP as independent auditors and Deloitte Ireland LLP as statutory auditor under Irish law and authorize the Audit Committee to set auditors’ remuneration.
This is a standard management proposal asking shareholders to ratify the appointment of Deloitte & Touche LLP as the company’s independent auditor for the upcoming fiscal year and Deloitte Ireland LLP as statutory auditor under Irish law, and to give the Audit Committee authority to set their remuneration. Management and the Audit Committee considered auditor performance, independence, audit scope, and fees, and concluded that retaining Deloitte is in shareholders’ best interests. The proposal is routine but submitted for shareholder approval to provide input; the Board recommends a vote FOR. Approval would not bind the Audit Committee from changing auditors during the year if appropriate.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
Management proposes an annual, non-binding advisory vote approving named executive officer compensation as disclosed. The Compensation Discussion and Analysis details pay-for-performance features: a high percentage of variable compensation, PSUs and stock options, clawback policy, ownership requirements, and a two-period annual incentive structure for FY2025. The MDCC and Board believe the program aligns management incentives with long-term shareholder value; they recommend a FOR vote. While advisory, the Board will consider results when setting future compensation. The proposal is routine for governance and investor feedback.
Authorize the company and/or any subsidiary to make market purchases and overseas market purchases of ordinary shares up to 29,000,000 shares (about 10% of issued shares), within specified price limits and for 18 months.
Management seeks shareholder authorization under Irish law for the company and its subsidiaries to repurchase up to ~29 million ordinary shares (about 10% of issued shares) on-market during an 18-month period, with a maximum price of 110% of the NYSE closing price and a minimum of par value. The Board argues this flexibility allows share repurchases when they are an efficient use of capital to return value to shareholders, support EPS, and manage capital structure; granting authority to subsidiaries to transact on-market aligns with international operations. Shareholder approval is required under Irish law; the Board recommends a FOR vote. The resolution includes typical safeguards (price caps, duration) and does not obligate repurchases.
Set the allowable price range for re-allotting treasury shares at between 95% and 120% of the 30-day average NYSE closing price (or nominal value for employee share plans), expiring in 18 months.
This management proposal requests shareholder approval (as required under Irish law) to set the price range for on- or off-market re-allotment of treasury shares: minimum 95% and maximum 120% of the 30-day NYSE average, with nominal value allowed for employee share plan re-allotments. The authority would last up to 18 months. The Board justifies the measure as a technical but necessary step to allow the company to re-allot treasury shares for employee compensation and other corporate purposes at market-appropriate prices without needing separate shareholder approvals for each transaction. The recommendation is FOR.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.53% | 19,047,041 | $4.0B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.69% | 16,620,667 | $3.5B |
| 3 | DODGE COX | 5.03% | 14,688,950 | $3.1B |
| 4 | STATE STREET CORP | 4.42% | 12,909,297 | $2.7B |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.92% | 8,520,161 | $1.8B |
| 6 | BlackRock, Inc. | 2.91% | 8,482,990 | $1.8B |
| 7 | AMERIPRISE FINANCIAL INC | 2.16% | 6,312,815 | $1.3B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.94% | 5,666,433 | $1.2B |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 1.67% | 4,862,055 | $1.0B |
| 10 | BlackRock, Inc. | 1.47% | 4,295,027 | $898M |
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