Independent
Tenure on this board
13.3 yrs
Also a director at
Emerson Electric Co (EMR)Globe Life Inc (GL)Qnity Electronics Inc (Q)
12 nominees · 4 ballot items.
Election of directors; advisory approval of named executive officer compensation (say-on-pay); ratification of Ernst & Young LLP as independent auditor; a stockholder proposal to permit stockholders to act by written consent.
Election of twelve director nominees to hold office until the next annual meeting.
Non-binding advisory vote to approve the compensation paid to the named executive officers, as disclosed in the proxy statement.
The management proposal asks shareholders to provide a non-binding advisory endorsement of the company’s executive compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and the detailed compensation tables and narrative. Management seeks shareholder approval to validate its compensation decisions for named executive officers for 2025, signaling that their pay practices align with shareholder interests. Context includes the company’s emphasis on pay-for-performance, a mix of variable cash and equity, and a Compensation Committee that uses market comparators and judgment rather than fixed formulas. Notable governance context: this is an annual advisory vote (say-on-pay) and is non-binding but considered by the Compensation Committee when setting future pay. The board recommends a FOR vote, justifying that the programs serve shareholder interests, citing results such as revenue growth, operating margin, strategic progress, and balanced executive incentives. Risks include TSR underperformance relative to peers in the one-year measure, but the committee weighed strategic progress and other metrics in its decision. The rationale is that continued shareholder approval supports management’s compensation approach and informs future adjustments; a negative vote would prompt engagement and potential changes.
Ratify the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026.
A proponent requests that the board take steps to permit shareholder action by written consent by the minimum number of votes required to act at a meeting, without ownership-duration restrictions.
The shareholder proposal, submitted by John Chevedden, requests the board to enable shareholders to act by written consent with the minimum number of votes that would be required to authorize an action at a meeting with all shareholders present and voting. The proponent argues that this right would give shareholders a stronger mechanism to take action between meetings, especially given perceived barriers to calling special meetings (the company's 25% threshold versus 10% under Delaware law) and recent company performance and governance controversies. Chevedden cites prior strong support for this concept in 2021 and highlights operational and geopolitical challenges (e.g., guidance misses, layoffs, anti-dumping investigations, H-1B hiring reports, patent litigation) to argue urgency. Management and the board oppose the proposal, arguing meetings provide a more transparent and inclusive process, that substantial stockholder outreach showed preference for special meetings with a 25% threshold, and that other governance mechanisms (proxy access, annual elections, majority voting) provide appropriate channels. The board recommends voting against the proposal, emphasizing the benefits of formal meetings for disclosure, participation and deliberation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.48% | 58,978,704 | $11.5B |
| 2 | STATE STREET CORP | 4.73% | 43,077,664 | $8.4B |
| 3 | BlackRock, Inc. | 3.56% | 32,440,989 | $6.3B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.14% | 28,611,951 | $5.6B |
| 5 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.85% | 25,927,350 | $5.0B |
| 6 | JPMORGAN CHASE CO | 2.53% | 23,051,142 | $4.3B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.27% | 20,704,533 | $4.0B |
| 8 | BlackRock, Inc. | 2.10% | 19,123,612 | $3.7B |
| 9 | WELLINGTON MANAGEMENT GROUP LLP | 1.44% | 13,143,831 | $2.6B |
| 10 | VAN ECK ASSOCIATES CORP | 1.32% | 11,971,656 | $2.3B |
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.