Independent
Tenure on this board
5.4 yrs
Also a director at
Huron Consulting Group Inc (HURN)
10 nominees · 4 ballot items.
Elect ten directors; ratify Ernst & Young LLP as auditors; approve, on a non-binding advisory basis, executive compensation (Say on Pay); and transact any other business properly introduced.
Elect the ten director nominees named in the proxy statement to serve one-year terms until the 2027 Annual Meeting.
Ratify the reappointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending December 26, 2026.
This management proposal requests ratification of the Audit Committee’s selection of Ernst & Young LLP as Tractor Supply’s independent registered public accounting firm for fiscal 2026. Management and the Audit Committee support continuity and institutional knowledge after EY’s long tenure since 2001; stockholder ratification is non-binding but provides a public endorsement of the appointment. The proxy explains that ratification isn’t required but that, absent stockholder approval, the Audit Committee would reconsider the engagement. The Board recommends a FOR vote, citing the firm’s independence and the Audit Committee’s oversight. The proposal is routine (auditor ratification) and carries low controversy; failure to ratify could prompt a change in auditor but does not bind the Committee to a course of action.
Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to approve, on a non-binding advisory basis, the Company’s executive compensation programs and the compensation awarded to Named Executive Officers as disclosed in the proxy statement. Management explains that the program is heavily performance-based (short-term CIP and long-term equity: stock options, RSUs, PSUs with performance metrics and a relative TSR modifier), that the Compensation and Human Capital Committee conducted benchmarking and retained an independent consultant, and that they recently approved a $20 million retention equity package for the CEO consisting of PSUs (60%) and RSUs (40%) with extended vesting, to retain leadership through the Life Out Here 2030 strategy. The Board recommends a FOR vote, arguing that compensation aligns executives with stockholders and long-term value creation; the vote is advisory and will be considered by the Committee in future decisions.
Transact any other business properly introduced at the Annual Meeting; proxies will vote at their discretion on such matters.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 34,286,407 | $1.6B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 27,886,276 | $1.3B |
| 3 | STATE STREET CORP | 4.4% | 22,835,068 | $1.0B |
| 4 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.0% | 21,046,333 | $953M |
| 5 | BlackRock, Inc. | 4.0% | 20,737,348 | $939M |
| 6 | Capital World Investors | 3.0% | 15,565,779 | $705M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.8% | 14,714,068 | $665M |
| 8 | Select Equity Group, L.P. | 2.5% | 13,296,464 | $602M |
| 9 | Capital International Investors | 2.3% | 12,254,237 | $555M |
| 10 | BlackRock, Inc. | 2.1% | 10,944,311 | $496M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.