Independent
Tenure on this board
12.3 yrs
Also a director at
Western Alliance Bancorporation (WAL)
4 nominees · 4 ballot items.
Shareholders will vote to elect four directors (one to a two-year term and three to three-year terms), ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2026, approve on an advisory (non-binding) basis the compensation paid to the Company’s named executive officers (say-on-pay), and transact any other business properly presented at the meeting.
Elect one director for a two-year term (expiring 2028) and three directors for three-year terms (expiring 2029): Mary Tuuk Kuras (two-year), and Benjamin J. McLean, Michael G. Wooldridge, and Ronald K. Grubbs, Jr. (three-year).
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 26, 2026.
Approve, on an advisory and non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (a 'say-on-pay' vote).
This advisory proposal asks shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy, including the Compensation Discussion and Analysis, compensation tables, and related disclosures. Management seeks this annual, non-binding approval to gauge shareholder support for its pay practices and to demonstrate alignment between executive pay and Company performance. The Company emphasizes a pay-for-performance philosophy: modest base salaries relative to peers with a greater emphasis on incentive-based compensation tied to return on investment (ROI) and pre-bonus operating profit (PBOP), including annual cash incentives and long-term equity awards that vest over multi-year periods. The Board and the Personnel and Compensation Committee note that historically shareholders have strongly supported the program (over 96% favorable in 2025) and that compensation outcomes are materially linked to financial results and retention of experienced executives. The advisory vote is non-binding, but the Board and committee state they will review and consider the results when making future compensation decisions. The recommendation to vote FOR is supported by management’s argument that the program motivates executives to create shareholder value, includes clawback provisions and long-term equity with vesting conditions, and uses multi-tiered incentive pool adjustments to limit excessive payouts. Potential concerns for investors include the reliance on internally-calculated ROI and PBOP metrics that may be sensitive to accounting definitions and managerial discretion, and the absence of explicit shareholder-driven performance hurdles beyond the described formulas; nonetheless, the Board points to strong prior shareholder support and alignment mechanisms as justification for the FOR recommendation.
Transact any other business that is properly presented at the Annual Meeting or any adjournment thereof.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.5% | 4,795,296 | $442M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.8% | 3,295,387 | $304M |
| 3 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 4.6% | 2,600,935 | $240M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,543,167 | $234M |
| 5 | STATE STREET CORP | 3.8% | 2,154,679 | $198M |
| 6 | WASATCH ADVISORS LP | 3.6% | 2,037,908 | $188M |
| 7 | BlackRock, Inc. | 3.6% | 2,022,269 | $186M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.1% | 1,767,739 | $163M |
| 9 | Boston Partners | 3.0% | 1,684,977 | $155M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 1,273,235 | $117M |
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