Independent
Tenure on this board
2.3 yrs
9 nominees · 3 ballot items.
Elect nine directors; ratify KPMG LLP as independent auditors for 2026; and hold an advisory (non-binding) vote to approve executive compensation (Say-on-Pay).
Election of nine directors to the Board for one-year terms.
Ratify the appointment of KPMG LLP as the Company’s independent auditors for the 2026 fiscal year.
This proposal asks shareholders to ratify KPMG LLP as the Company’s independent auditors for fiscal year 2026. Management and the Audit (Finance and Audit) Committee are seeking shareholder approval to continue the engagement of KPMG, citing the committee’s annual evaluation of auditor independence, service quality, expertise, resource availability, and fees. Ratification is routine and allows shareholders to provide input; even if not ratified the committee could still retain or replace auditors. The board recommends a vote FOR based on the committee’s review of KPMG’s qualifications, prior performance, and the belief retaining KPMG is in the best interests of the Company and its shareholders.
Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers (Say-on-Pay).
This management-sponsored advisory proposal asks shareholders to approve the Company’s executive compensation program as disclosed in the proxy statement (including the Compensation Discussion and Analysis and compensation tables). Management seeks a non-binding endorsement of its pay practices to demonstrate shareholder support for executive pay design and implementation. The Compensation Committee designed pay to align with long-term shareholder value using base salary, annual cash bonuses tied to financial and operational metrics, service-based and performance-based restricted stock units, and long-term retention awards. The committee considered shareholder feedback and market benchmarking in designing the 2025 and 2026 programs, including adjustments to performance periods, bonus metrics for 2026 (profit sharing, traffic growth, store week growth), and other terms. The board recommends a vote FOR, citing robust engagement, alignment of pay with performance, use of problematic controls like clawbacks and double-trigger change-in-control vesting, and the Compensation Committee’s annual review of incentive programs to avoid excessive risk-taking.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 6.67% | 4,382,209 | $724M |
| 2 | BlackRock, Inc. | 6.16% | 4,046,751 | $668M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 5.45% | 3,584,132 | $587M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.70% | 3,088,501 | $510M |
| 5 | ALLIANCEBERNSTEIN L.P. | 4.62% | 3,034,022 | $504M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.51% | 2,965,559 | $490M |
| 7 | STATE STREET CORP | 3.10% | 2,039,614 | $337M |
| 8 | BlackRock, Inc. | 2.94% | 1,929,947 | $319M |
| 9 | VICTORY CAPITAL MANAGEMENT INC | 2.33% | 1,529,501 | $253M |
| 10 | FMR LLC | 2.25% | 1,481,385 | $245M |
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