Independent
Tenure on this board
0.8 yrs
Also a director at
Oatly Group AB (OTLY)
10 nominees · 6 ballot items.
Election of ten directors; approval of Certificate of Incorporation amendments to limit officer liability and to add forum selection provisions; ratification of Ernst & Young LLP as independent auditors; advisory (non-binding) approval of executive compensation; and approval of the 2026 Incentive Award Plan.
Elect ten nominees — Martin Brok, Kelly E. Garcia, Catherine A. Halligan, Stephenie Landry, Patricia A. Little, George R. Mrkonic, Lorna E. Nagler, Gisel Ruiz, Michael C. Smith, and Kecia L. Steelman — to hold office until the 2027 Annual Meeting.
Approve an amendment to the Certificate of Incorporation to provide officer exculpation under Section 102(b)(7) of the Delaware General Corporation Law, limiting monetary liability of certain officers for breaches of the duty of care in stockholder direct claims, subject to specified exceptions.
Approve an amendment to the Certificate of Incorporation to add an exclusive forum provision designating Delaware Court of Chancery for certain state-law corporate claims and U.S. federal district courts for Securities Act claims.
Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026.
Advisory (non-binding) vote to approve the Company’s executive compensation as disclosed in the proxy statement.
Proposal Five is a non-binding advisory say-on-pay vote asking stockholders to approve the Company’s disclosed executive compensation for fiscal 2025. The Board recommends a vote in favor, arguing the program aligns pay with performance through a mix of base salary, an annual incentive tied to Incentive EBT, and a long-term incentive plan emphasizing stock options and RSUs to align management with long-term shareholder value; it notes recent adjustments including increased option weighting and discontinuation of PBS awards. The Compensation Committee used an independent consultant, engaged with stockholders, and considered pay-for-performance alignment, clawbacks, and other governance controls in forming its recommendation. The vote is advisory and non-binding but will inform future compensation decisions.
Approve the 2026 Incentive Award Plan to authorize issuance of up to 5,001,201 shares (as of April 13, 2026) for equity and cash awards to employees and non-employee directors, with various shareholder-protective provisions (minimum vesting, no repricing without approval, clawback, etc.).
Proposal Six requests stockholder approval of the 2026 Incentive Award Plan to authorize a share reserve to support long-term equity and cash incentives for employees and directors. The board presents a plan designed to replace the Existing Plan, with a proposed reserve (after adjustments) of 5,001,201 shares available for grants as of April 13, 2026, intended to cover approximately ten years of projected grants. Key plan design features are shareholder-friendly (no liberal recycling, minimum vesting with limited exceptions, no repricing without stockholder approval, dividend equivalent limitations, director compensation cap, clawback, and no evergreen). The Board and Compensation Committee relied on benchmarking, historical burn rate, dilution analysis, and independent consultant advice to set the reserve and believe approval is necessary to allow the Company to continue granting equity awards and aligning management with stockholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 11.28% | 4,931,570 | $3.0B |
| 2 | STATE STREET CORP | 4.63% | 2,025,565 | $1.2B |
| 3 | BlackRock, Inc. | 4.39% | 1,918,998 | $1.2B |
| 4 | T. Rowe Price Investment Management, Inc. | 3.69% | 1,612,381 | $976M |
| 5 | Sanders Capital, LLC | 2.89% | 1,263,736 | $765M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.53% | 1,105,897 | $666M |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.11% | 923,898 | $559M |
| 8 | BlackRock, Inc. | 2.11% | 923,838 | $559M |
| 9 | JPMORGAN CHASE CO | 2.02% | 885,336 | $536M |
| 10 | NORGES BANK | 1.63% | 712,323 | $431M |
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