Not independent
Tenure on this board
16.6 yrs
11 nominees · 3 ballot items.
Election of 11 directors; advisory (non-binding) vote to approve executive compensation (say-on-pay), including a CEO retention grant; and ratification of PricewaterhouseCoopers LLP as independent auditors.
Elect 11 director nominees to serve until the 2027 Annual Meeting (Board size reduced to 11; one director not seeking re-election).
Non-binding advisory approval of the compensation of named executive officers, including support for the CEO retention grant approved in May 2025.
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation as disclosed in the CD&A and related tables, including substantive elements such as the 2025 CEO retention grant. Management frames the vote as a mechanism for shareholders to express support or concerns; although advisory, the Compensation Committee and Board commit to considering the outcome in future program design. Context includes a low prior-year say-on-pay result (36% support in 2025) that prompted extensive shareholder engagement and resulted in multiple program changes for 2026 (e.g., shifting PRSUs to 3-year metrics, increasing PRSU weight to 50% of LTI for all NEOs, and other disclosure improvements). Notable contested aspects include the large, off-cycle CEO retention grant approved in May 2025 (141,538 PRSUs at target, cliff vesting in May 2030, payout based on TSR vs. the S&P 500 with cap if absolute TSR is negative, and deferred delivery through 2033–2035) and the Compensation Committee’s rationale that the grant was necessary to retain CEO leadership through strategic transitions and a CFO change. The Board recommends voting FOR the proposal, arguing the plan changes made in response to shareholder feedback, the retention grant’s performance-based structure, and governance protections (clawbacks, holding requirements, consultant input) align management incentives with long-term shareholder value. Investors should weigh whether the structural changes meaningfully address concerns that led to the low prior support, whether the retention grant’s size and terms are proportionate to the retention risk, and how future compensation outcomes may interact with realized TSR and company performance.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as independent auditors for fiscal year 2026.
This proposal seeks shareholder ratification of the Audit Committee’s selection of PwC to serve as the Company’s independent auditors for 2026. Management emphasizes continuity and PwC’s institutional knowledge since serving as auditors since 2002, and describes Audit Committee oversight practices and independence controls, including lead partner rotation and formal pre-approval of audit and non-audit services. The Audit Committee asserts ratification is in shareholders’ interest due to audit quality, operational efficiencies, and cost avoidance related to auditor transition; however, it notes that even if not ratified the Committee may reconsider the selection. The Board recommends FOR ratification to support the auditing process and signals confidence in PwC’s qualifications and independence.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 24,280,816 | $11.9B |
| 2 | STATE STREET CORP | 4.5% | 16,731,668 | $8.2B |
| 3 | BlackRock, Inc. | 2.6% | 9,721,037 | $4.8B |
| 4 | BlackRock, Inc. | 2.1% | 7,650,800 | $3.8B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 7,199,294 | $3.5B |
| 6 | Capital World Investors | 1.8% | 6,646,316 | $3.3B |
| 7 | FMR LLC | 1.8% | 6,625,522 | $3.3B |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.7% | 6,163,370 | $3.0B |
| 9 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.6% | 5,771,154 | $2.8B |
| 10 | MORGAN STANLEY | 1.5% | 5,674,396 | $2.8B |
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