Independent
Tenure on this board
32.7 yrs
4 nominees · 4 ballot items.
Elect four directors; approve the Valmont 2026 Employee Stock Purchase Plan; advisory approval of executive compensation (say-on-pay); ratify appointment of independent auditors for fiscal 2026; and transact other business as may properly come before the meeting.
Elect four directors—Mogens C. Bay, Ritu Favre, Richard A. Lanoha, and Paul T. Maass—to three-year terms.
Approve the Valmont 2026 Employee Stock Purchase Plan (ESPP) to permit eligible employees to purchase company stock through payroll deductions with a 1:3 matching share grant, subject to shareholder approval and a 200,000-share reserve.
The proposal seeks shareholder approval for the Valmont 2026 Employee Stock Purchase Plan, which permits eligible employees (excluding Section 16 insiders and others designated by the committee) to purchase shares through payroll deductions during defined purchase periods, with a company-provided matching grant equal to one share for every three shares purchased. Management frames the ESPP as a retention and alignment tool, arguing it enhances employee engagement and aligns employees’ financial interests with those of shareholders; it proposes a 200,000-share reserve (about 1% of outstanding shares) and a $3,000 annual per-employee contribution limit to control dilution and cost. The plan is administered by the Human Resources Committee with discretion to establish purchase periods, eligibility, and administrative sub-plans for non-U.S. jurisdictions; the plan is non-423 qualified and matching grants are taxable to participants. Board recommends FOR, citing sufficiency of reserved shares for five to seven years, administrative flexibility, and potential benefits to employee retention and company performance. The proposal raises governance considerations including dilution (200,000 shares), exclusion of executives from participation, tax treatment of match, and limits on increases to share pool, match ratio, or annual contribution without further shareholder approval.
Non-binding advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the company’s executive compensation disclosure (say-on-pay). Management justifies the program as designed to attract and retain talent, link pay to performance through annual and long-term incentives tied to net earnings, revenue, ROIC and OIG, and maintain compensation at competitive market median levels. The board emphasizes governance features—independent consultant FW Cook, clawback and recoupment policies, stock ownership and retention guidelines, prohibition on hedging and pledging, and no employment agreements—as mitigants to excessive risk-taking. The resolution is routine but signals shareholder sentiment; prior votes have shown overwhelming support (96.3% in 2025), which management cites as validation. A vote FOR maintains the current compensation framework and signals continued shareholder approval; a vote AGAINST would be advisory and prompt the board to consider shareholder feedback in compensation design.
Ratify the Audit Committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026 and related interim periods.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.57% | 1,080,820 | $432M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.45% | 863,266 | $345M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.35% | 845,434 | $338M |
| 4 | Neuberger Berman Group LLC | 3.38% | 655,802 | $262M |
| 5 | STATE STREET CORP | 3.33% | 645,591 | $258M |
| 6 | BlackRock, Inc. | 2.91% | 564,839 | $226M |
| 7 | Invesco Ltd. | 2.07% | 402,201 | $161M |
| 8 | EARNEST PARTNERS LLC | 2.00% | 388,689 | $155M |
| 9 | FRANKLIN RESOURCES INC | 1.95% | 379,296 | $152M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.88% | 364,571 | $146M |
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