Independent
Tenure on this board
7.7 yrs
8 nominees · 4 ballot items.
Elect eight directors; advisory approval of named executive officer compensation (Say-on-Pay); ratify Deloitte as independent auditors; approve amendment to certificate of incorporation to allow stockholders holding 25% to call special meetings.
Elect eight director nominees to the Board to serve one-year terms.
Advisory, non-binding vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
Ratify appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Approve amendment to the certificate of incorporation to allow stockholders owning at least 25% of outstanding common stock to call a special meeting, subject to procedural requirements and limitations.
This management proposal requests shareholder approval to amend the company’s certificate of incorporation to grant stockholders holding 25% of outstanding common stock the right to call a special meeting, subject to procedural requirements and blackout periods described in the proposed bylaws. Management frames the change as a response to stockholder feedback and comparative peer practice, asserting that a 25% threshold balances enabling meaningful stockholder action on urgent matters while guarding against misuse by small activist groups. The board recommends the amendment, citing shareholder outreach indicating support for a 25% threshold and noting safeguards including information requirements about requesting shareholders, a net-long ownership definition, blackout windows near annual meeting dates, and restrictions on duplicative or nonproper business. The proposal is governance-focused and non-routine; if approved it will amend charter-level rights, lowering the bar for shareholders to require a special meeting but keeping a relatively high ownership threshold, preserving board discretion over meeting logistics and permissible business. Investors evaluating the proposal should weigh the benefits of enhanced shareholder rights and responsiveness against potential costs of enabled special meetings and consider the company’s shareholder engagement record, the specific procedural hurdles included, and peer practices referenced by management.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Boston Partners | 5.8% | 12,781,381 | $1.2B |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 5.5% | 12,213,414 | $1.1B |
| 3 | BlackRock, Inc. | 5.3% | 11,703,373 | $1.1B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.6% | 10,201,715 | $941M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 9,900,914 | $913M |
| 6 | Capital World Investors | 3.5% | 7,775,099 | $717M |
| 7 | FMR LLC | 3.4% | 7,468,612 | $689M |
| 8 | STATE STREET CORP | 3.1% | 6,876,558 | $634M |
| 9 | BlackRock, Inc. | 2.9% | 6,485,218 | $598M |
| 10 | VICTORY CAPITAL MANAGEMENT INC | 2.6% | 5,772,446 | $532M |
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