Independent
Tenure on this board
8.7 yrs
Also a director at
Brightview Holdings Inc (BV)
7 nominees · 3 ballot items.
Elect seven directors; ratify Deloitte & Touche LLP as independent auditors for 2026; approve, on a non-binding advisory basis, the compensation of named executive officers (Say-on-Pay).
Elect seven nominees (James R. Abrahamson, Diana F. Cantor, Monica H. Douglas, Elizabeth I. Holland, Craig Macnab, Edward B. Pitoniak and Michael D. Rumbolz) to the Board for one-year terms.
Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory Say-on-Pay vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This proposal requests an annual, non-binding advisory vote (Say-on-Pay) to approve the Company’s compensation for its named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to validate its executive compensation philosophy that emphasizes pay-for-performance through a mix of base salary, rigorous short-term incentive plan (STIP) tied to AFFO per share growth over a two-year period, and long-term incentive plan (LTIP) comprised of time-based restricted stock and performance-based restricted stock units (PSUs) tied to Absolute and Relative TSR over three-year periods. The Compensation Committee engaged an independent consultant and benchmarked compensation against a peer group; target compensation for NEOs is positioned below median of peers but with a high proportion of at-risk pay (over 80% for NEOs and over 90% for the CEO). The board recommends approval, arguing the structure aligns management incentives with stockholder interests, incorporates robust governance (clawback policy, anti-hedging/pledging, double-trigger CIC vesting), and experienced independent oversight. The company notes consistent historical Say-on-Pay support (~95%+), recent strong operational results including AFFO per share growth and continued dividend increases, and expects to use voting results to inform future compensation decisions. The Compensation Committee’s rationale emphasizes alignment with long-term stockholder value creation while providing competitive pay to attract and retain executive talent.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.85% | 83,944,809 | $2.3B |
| 2 | STATE STREET CORP | 6.01% | 64,235,647 | $1.8B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 5.97% | 63,857,566 | $1.7B |
| 4 | BlackRock, Inc. | 4.49% | 47,961,223 | $1.3B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 3.29% | 35,160,610 | $983M |
| 6 | BlackRock, Inc. | 3.08% | 32,945,768 | $900M |
| 7 | Allianz Asset Management GmbH | 2.19% | 23,434,281 | $640M |
| 8 | Capital Research Global Investors | 1.68% | 17,966,558 | $491M |
| 9 | BANK OF AMERICA CORP /DE/ | 1.38% | 14,716,833 | $402M |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.37% | 14,611,097 | $399M |
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