Not independent
Tenure on this board
29.4 yrs
10 nominees · 3 ballot items.
Election of 10 directors; Ratification of Deloitte & Touche LLP as independent auditor for 2026; Advisory (non-binding) approval of named executive officer compensation.
Election of ten named director nominees to serve until the 2027 Annual Meeting and until their successors are elected and qualified.
Ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Advisory vote to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables.
This management proposal requests an advisory, non-binding shareholder vote to approve the Company’s executive compensation program for its named executive officers (NEOs) as disclosed in the proxy statement’s CD&A and tables. Management and the Compensation Committee frame the program as largely performance-based—linking pay to operating cash flow, pre-tax income, individual performance and long-term relative TSR metrics—and responsive to shareholder feedback following a sub-majority say-on-pay result in 2025. The vote is non-binding but the Board and Compensation Committee will consider the result in future compensation decisions. Given recent governance actions (CEO succession, reduction of Executive Chairman pay, elimination of guaranteed bonuses, broadened use of equity incentives, adoption of clawback policy, and alignment of pay to peer benchmarks), management recommends a vote FOR, arguing the program incentivizes long-term value creation, aligns executive interests with shareholders, and enhances retention and succession planning. The board unanimously recommends FOR the advisory vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 1,970,701 | $152M |
| 2 | BlackRock, Inc. | 3.5% | 1,825,639 | $141M |
| 3 | AMERICAN CENTURY COMPANIES INC | 3.4% | 1,780,867 | $137M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 3.1% | 1,627,750 | $126M |
| 5 | BlackRock, Inc. | 3.0% | 1,566,543 | $121M |
| 6 | Capital International Investors | 2.9% | 1,507,654 | $116M |
| 7 | FIRST TRUST ADVISORS LP | 2.6% | 1,358,899 | $105M |
| 8 | DONALD SMITH CO., INC. | 2.5% | 1,313,289 | $101M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 1,060,390 | $82M |
| 10 | STATE STREET CORP | 1.9% | 1,018,096 | $79M |
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