Independent
Tenure on this board
12.9 yrs
10 nominees · 3 ballot items.
Election of ten directors; advisory approval of executive compensation (say-on-pay); and ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Elect ten members to the Board of Directors (incumbent nominees listed in the proxy).
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 shareholders to cast a non-binding, advisory vote approving the overall compensation of the Company’s named executive officers as disclosed in the proxy (the ‘‘say-on-pay’’ vote). Management seeks this advisory approval as a means to gauge shareholder sentiment about the design, governance and outcomes of its executive pay program, which the Compensation & Talent Development Committee believes ties pay to performance through a mix of base salary, annual cash bonuses linked to adjusted operating income and currency-neutral sales, and long-term equity incentives tied to adjusted EBITDA and return on invested capital. The proposal is non-binding, but the Board states it will consider any significant negative vote and adjust practices if warranted; the proxy notes prior strong shareholder support (~91% in 2025). The Company emphasizes compensation governance features intended to mitigate risk and align interests, including an independent compensation committee, an independent consultant (Pearl Meyer), stock ownership and retention guidelines, a clawback policy, double-trigger change-in-control provisions, and benchmarking to a defined peer group. The compensation program also uses multi-year performance measures and deferred equity vesting to encourage long-term value creation and retention. Management’s recommendation to vote FOR is supported by stated rationale that the program reflects best practices and appropriately aligns pay with performance. Key contextual considerations for an analyst include the degree to which disclosed performance metrics and achieved outcomes (e.g., 2025 adjusted operating income and adjusted EBITDA) support the realized compensation, the level of discretion or one-time adjustments disclosed, and the company’s responsiveness to prior shareholder feedback. Because the vote is advisory, it does not directly change compensation arrangements, but a substantial vote against could prompt the Committee to revisit compensation elements, metric selection, weightings, or disclosure practices to address shareholder concerns. Overall, the proposal raises standard governance questions about pay-for-performance alignment, metric selection and incentive design, and should be evaluated against the company’s recent financial results, peer benchmarking, and the disclosed governance safeguards.
Ratify the Audit Committee's selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.1% | 6,431,655 | $160M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.2% | 2,991,810 | $75M |
| 3 | AMERICAN CENTURY COMPANIES INC | 4.7% | 2,721,827 | $68M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 4.3% | 2,524,634 | $63M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 2,445,650 | $61M |
| 6 | STATE STREET CORP | 3.8% | 2,205,281 | $55M |
| 7 | FULLER THALER ASSET MANAGEMENT, INC. | 3.2% | 1,883,484 | $47M |
| 8 | BlackRock, Inc. | 3.1% | 1,771,798 | $44M |
| 9 | Hood River Capital Management LLC | 2.8% | 1,612,087 | $40M |
| 10 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 2.4% | 1,409,836 | $35M |
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