Independent
Tenure on this board
4.7 yrs
Also a director at
Siteone Landscape Supply Inc (SITE)Smith & Wesson Brands Inc (SWBI)Archer Aviation Inc (ACHR)
10 nominees · 3 ballot items.
Elect ten directors; advisory vote to approve 2025 executive compensation (say-on-pay); ratify KPMG LLP as independent auditor; consider other matters if presented.
Vote to elect ten director nominees to serve until the 2027 annual meeting.
Non-binding shareholder vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This advisory (non-binding) say-on-pay proposal asks shareholders to approve the company’s disclosed 2025 compensation for named executive officers. Management seeks shareholder approval to validate its executive pay program which emphasizes pay-for-performance: an at-risk compensation mix with annual incentives tied to adjusted EPS and operational metrics, and long-term incentives split between relative TSR-based performance shares and time-vested restricted stock. The board recommends a FOR vote, arguing the program aligns executive incentives with shareholder returns and strategic objectives, citing strong 2025 operational and financial results, extensive shareholder engagement following prior say-on-pay feedback, and design features like clawback policy, stock ownership guidelines, and caps on payouts to mitigate excessive risk. The proposal is contextually important because a prior negative recommendation from a proxy advisory firm contributed to lower say-on-pay support in 2025; management emphasized engagement and amended certain incentive features (e.g., expiration of the ETM and removal of a negative TSR cap) explaining these were justified by fulfilled objectives and evolving capital allocation priorities. Investors should weigh the company’s rationale, peer-relative TSR outcomes, and potential governance concerns when evaluating the advisory vote.
Ratify the Board’s selection of KPMG LLP to serve as independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.61% | 19,625,291 | $4.8B |
| 2 | STATE STREET CORP | 6.61% | 19,615,002 | $4.8B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.01% | 14,878,748 | $3.7B |
| 4 | BlackRock, Inc. | 3.66% | 10,880,117 | $2.7B |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.59% | 7,677,377 | $1.9B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.46% | 7,308,840 | $1.8B |
| 7 | BlackRock, Inc. | 2.17% | 6,446,126 | $1.6B |
| 8 | FMR LLC | 2.00% | 5,935,903 | $1.5B |
| 9 | FRANKLIN RESOURCES INC | 1.61% | 4,782,397 | $1.2B |
| 10 | AMERIPRISE FINANCIAL INC | 1.58% | 4,702,943 | $1.2B |
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