Not independent
Tenure on this board
0.8 yrs
12 nominees · 4 ballot items.
Elect 12 directors; approve, on an advisory basis, named executive officer compensation (say-on-pay); ratify Ernst & Young LLP as independent auditor; and consider a shareholder proposal to lower the ownership threshold to call a special shareholder meeting to 10%.
Elect 12 nominees to the Board of Directors to serve one-year terms until the 2027 Annual Meeting (or until their successors are elected and qualified).
Advisory (non-binding) vote to approve the Company’s named executive officer compensation as disclosed in the Proxy Statement, including the CD&A, compensation tables and related materials.
This non-binding proposal asks shareholders to approve the Company’s named executive officer compensation disclosures (the CD&A, compensation tables and related narrative). Management seeks shareholder support to validate its compensation design and outcomes—an established market practice and a Dodd-Frank/SEC-required advisory vote—so the Compensation Committee can consider shareholder sentiment in future pay decisions. The Company’s compensation philosophy emphasizes pay-for-performance, a mix of short- and long-term incentives, stock ownership guidelines, clawback provisions, and market-referenced peer benchmarking; in 2025 roughly 73–87% of target direct compensation for most NEOs was incentive based depending on role. Recent context includes CEO transition activity in 2025 (termination of the prior CEO, interim CEO appointment, and hiring of a new CEO with a sign-on package) and below-target incentive payouts for the year driven by softer industrial demand, which the proxy explains. The Board notes prior shareholder support—approximately 83% in 2025—and describes program features intended to align pay and performance (annual cash incentive metrics, multi-year performance-based RSUs, time-based RSUs, and governance controls). The Board recommends a vote FOR, asserting that the compensation program aligns management with shareholders, supports talent attraction/retention, and uses robust governance processes (independent Compensation Committee, independent consultant, clawback policy). A FOR vote is non-binding, but the Compensation Committee will consider the outcome when setting future compensation arrangements. Investors should weigh the governance controls and pay-for-performance mechanisms against transitory impacts from the 2025 CEO transition and below-target payouts when assessing alignment.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.
A shareholder proposal requesting the Board amend governing documents to allow holders of a combined 10% of outstanding common stock (or the lowest percentage permitted by law) to call a special shareholder meeting, with no minimum holding period restriction and allowing virtual meetings.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.88% | 3,390,680 | $341M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.72% | 3,279,460 | $330M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.06% | 2,824,275 | $284M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 3.91% | 2,714,608 | $273M |
| 5 | STATE STREET CORP | 2.84% | 1,971,097 | $198M |
| 6 | BlackRock, Inc. | 2.64% | 1,831,928 | $184M |
| 7 | VICTORY CAPITAL MANAGEMENT INC | 2.63% | 1,829,198 | $184M |
| 8 | BROWN ADVISORY INC | 2.45% | 1,705,915 | $172M |
| 9 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 2.25% | 1,565,862 | $157M |
| 10 | BALYASNY ASSET MANAGEMENT L.P. | 2.19% | 1,519,726 | $153M |
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