Independent
Tenure on this board
9.8 yrs
9 nominees · 3 ballot items.
Election of nine directors; advisory (non-binding) approval of executive compensation (“say-on-pay”); and ratification of Ernst & Young, LLP as the Company’s independent registered public accounting firm for 2026.
Elect nine directors to serve until the next annual meeting and until their successors are duly elected and qualified (nine nominees named).
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s named executive officer compensation disclosures (the CD&A, compensation tables, and related narrative). Management seeks this advisory endorsement to validate its compensation framework—comprised of base salary, discretionary annual cash incentives, and long-term restricted stock awards—designed to align management incentives with stockholder value creation and to support retention. The proposal is required by Dodd-Frank/SEC rules and provides shareholders a formal channel to express approval or concerns about pay practices, although the result is not binding on the Board or Compensation Committee. The Board recommends FOR the proposal and states it will consider the outcome when making future compensation decisions, signaling responsiveness to stockholder feedback. Company-specific context includes the controlled-company status of Universal (Moroun family trusts hold majority voting power), which permits the CEO and Chair to serve on the Compensation Committee—an arrangement that may raise governance scrutiny among some investors despite the Board’s view that its process is appropriate. The Company’s CD&A discloses discretionary bonus determinations and the predominance of restricted stock for long-term incentives, which can support retention but provides the Board significant discretion in awarding payouts. Given the discretionary nature of bonuses and the Compensation Committee composition, investors may weigh alignment benefits of long-term equity versus potential governance concerns about oversight and independence. Management emphasizes that compensation is tied to operating metrics (operating margin, revenue growth, EBITDA margin) and overall performance and that the Board uses qualitative judgment alongside market data to set pay. Ultimately, a FOR vote supports management’s current pay philosophy and allows the Board to continue implementing its compensation program subject to future shareholder feedback.
Ratify the Audit Committee’s appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 9.9% | 2,622,470 | $55M |
| 2 | FMR LLC | 3.4% | 906,643 | $19M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 3.0% | 797,062 | $17M |
| 4 | FMR LLC | 1.4% | 360,782 | $8M |
| 5 | AMERICAN CENTURY COMPANIES INC | 1.2% | 313,808 | $7M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 1.2% | 304,781 | $6M |
| 7 | BlackRock, Inc. | 0.9% | 236,783 | $5M |
| 8 | BlackRock, Inc. | 0.8% | 208,299 | $4M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.7% | 186,089 | $4M |
| 10 | Bank of New York Mellon Corp | 0.6% | 166,601 | $4M |
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