Not independent
Tenure on this board
7.7 yrs
Also a director at
Parker-hannifin Corp (PH)
8 nominees · 3 ballot items.
Election of eight directors; advisory (non-binding) approval of named executive officer compensation (say-on-pay); ratification of Ernst & Young LLP as independent auditors; and consideration of any other business properly presented.
Election of eight nominees to the Board of Directors to hold office until the next annual meeting or their successors.
A non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory (non-binding) shareholder approval of the named executive officers’ compensation as disclosed in the proxy statement, including the CD&A, compensation tables, and narrative. Management seeks shareholder ratification to confirm support for its executive pay program, which emphasizes pay-for-performance, significant at-risk compensation via annual and long-term incentives, and alignment of executive rewards with stockholder returns through metrics like profit before tax, cash from operations, long-term relative total shareholder return (rTSR), and return on equity (ROE). The Board points to the prior year’s strong shareholder support (98.4% approval in 2025) and argues that the HR Committee uses independent compensation consultants and benchmarking to set competitive pay and that the program includes safeguards such as stock ownership requirements, clawback policies, and no excise tax gross-ups. Because the vote is advisory, the Board will consider the outcome when making future compensation decisions but is not obligated to follow it. The HR Committee frames the compensation program as necessary to attract, motivate, and retain leaders in a cyclical industry while aligning long-term incentives to stockholder interests; the Board recommends a vote FOR on these grounds.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent auditors for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.94% | 8,696,649 | $280M |
| 2 | Capital International Investors | 6.94% | 5,517,486 | $177M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.67% | 5,304,986 | $171M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 5.78% | 4,594,864 | $148M |
| 5 | STATE STREET CORP | 4.88% | 3,878,373 | $125M |
| 6 | AMERICAN CENTURY COMPANIES INC | 4.54% | 3,606,023 | $116M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.51% | 3,582,991 | $115M |
| 8 | BlackRock, Inc. | 3.33% | 2,644,218 | $85M |
| 9 | JENNISON ASSOCIATES LLC | 2.31% | 1,833,144 | $59M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.09% | 1,661,950 | $53M |
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