Independent
Tenure on this board
3.3 yrs
3 nominees · 3 ballot items.
Elect three directors; approve non-binding advisory vote on executive compensation (say-on-pay); ratify Ernst & Young LLP as independent auditor.
Elect three nominees (Arthur J. Schick, Jr., Gregory A. Trojan, Jacqueline T. Williams) to the Board for three-year terms.
Non-binding advisory vote to approve compensation of named executive officers as disclosed in the proxy statement, including CD&A and compensation tables.
This management proposal requests a non-binding advisory approval (say-on-pay) of the Company’s executive compensation as disclosed in the proxy, including the Compensation Discussion and Analysis and compensation tables. Management seeks shareholder endorsement to validate pay practices that tie executive pay to performance through a mix of base salary, annual cash incentives (based on adjusted earnings per share and adjusted economic profit), and long-term equity awards (restricted stock units and performance share units tied to three-year adjusted EPS). The Compensation and Human Resources Committee recommends FOR, noting that compensation is benchmarked to a peer group, emphasizes equity ownership, uses clawbacks and governance controls, and that 97% support was received in last year’s say-on-pay. The vote is advisory; however, the Board and the Committee will consider shareholder feedback when making future compensation decisions.
Ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending March 31, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.7% | 2,661,607 | $140M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.0% | 1,742,526 | $92M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.9% | 1,721,560 | $91M |
| 4 | STATE STREET CORP | 5.6% | 1,398,418 | $74M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 1,067,995 | $56M |
| 6 | Invesco Ltd. | 3.2% | 796,528 | $42M |
| 7 | BlackRock, Inc. | 2.9% | 717,484 | $38M |
| 8 | BARCLAYS PLC | 2.4% | 585,840 | $31M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 516,255 | $27M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.9% | 478,025 | $25M |
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