Independent
Tenure on this board
6.6 yrs
5 nominees · 3 ballot items.
Election of five directors; advisory approval of executive compensation (Say on Pay); ratification of Deloitte & Touche LLP as independent auditors.
Election of five nominees (Melissa H. Anderson, O. B. Grayson Hall, Jr., James T. Prokopanko, Ronnie A. Pruitt, George A. Willis) to three-year terms expiring in 2029.
Advisory (non-binding) vote to approve the compensation of named executive officers as disclosed in the proxy, including the Compensation Discussion and Analysis and compensation tables.
This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the company’s named executive officers as detailed in the proxy statement. Management seeks this annual endorsement to gauge investor sentiment and to inform future compensation decisions; the company notes prior strong shareholder support (over 96% in 2025) and that the Compensation & Human Capital Committee will consider the vote outcome. The proposal is standard Say-on-Pay practice under Section 14A of the Exchange Act, used to validate pay practices and maintain shareholder engagement. The board recommends a vote FOR, asserting that the program aligns pay with performance, ties significant compensation to long-term incentives (PSUs, RSUs, SOSARs), links short-term bonuses to EBITDA EP and safety metrics, and reflects robust governance practices (clawback policy, stock ownership guidelines, double-trigger change-of-control agreements). The committee also highlights its use of an independent compensation consultant and shareholder outreach in designing the program. A sophisticated analyst should note that while advisory, repeated high support can insulate management from activist pressure, and the program’s use of relative TSR and internal operational metrics may meaningfully align incentives but may also expose pay to market volatility; the committee’s decision to retain certain aircraft personal use and certain perquisites are disclosed and may attract scrutiny despite majority support. The company’s strong 2025 financial performance, CEO transition and retention arrangements provide important context for shareholder evaluation.
Ratify Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.58% | 8,532,407 | $2.3B |
| 2 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 5.91% | 7,665,074 | $2.1B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.42% | 7,030,649 | $1.9B |
| 4 | PRINCIPAL FINANCIAL GROUP INC | 4.86% | 6,311,618 | $1.7B |
| 5 | STATE STREET CORP | 4.47% | 5,800,146 | $1.6B |
| 6 | JPMORGAN CHASE CO | 3.41% | 4,430,075 | $1.2B |
| 7 | BlackRock, Inc. | 3.21% | 4,159,748 | $1.1B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.34% | 3,041,815 | $825M |
| 9 | BlackRock, Inc. | 2.12% | 2,750,122 | $749M |
| 10 | Clearbridge Investments, LLC | 1.79% | 2,316,386 | $631M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.