Not independent
Tenure on this board
17.4 yrs
7 nominees · 3 ballot items.
Election of seven directors; Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026; Advisory approval of named executive officer compensation.
Elect seven directors nominated by the Board to serve one-year terms expiring at the 2027 annual meeting.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
The Audit Committee requests shareholder ratification of its selection of Deloitte & Touche LLP as the independent auditor for 2026. Management explains Deloitte audited the 2025 financial statements and provides a summary of fees and services; ratification is characterized as good governance and allows the Audit Committee to reconsider if shareholders do not ratify. The Board recommends a vote FOR this routine auditor ratification, noting Deloitte representatives will attend the meeting to answer questions. The proposal is routine; broker discretionary votes are permitted.
An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory, non-binding approval of the Company’s executive compensation program (Say-on-Pay). It asks shareholders to approve the compensation of named executive officers as disclosed, reflecting the Company’s pay-for-performance philosophy tying annual and long-term incentives to financial, operational and strategic metrics. Management emphasizes alignment via substantial at-risk pay (e.g., 50%/50% CEO short/long term, 90.8% of CEO target at-risk) and use of PSUs and RSUs with multi-year vesting and performance metrics (relative TSR and operating margin). The Compensation Committee describes peer benchmarking, use of an independent consultant, shareholder engagement, stock ownership guidelines, clawback and anti-hedging policies, and targeted incentive funding (7% maximum pool). The Board recommends a vote FOR and notes the vote is advisory but will be considered in future decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.14% | 677,722 | $91M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.26% | 484,890 | $65M |
| 3 | STATE STREET CORP | 6.57% | 438,734 | $59M |
| 4 | VICTORY CAPITAL MANAGEMENT INC | 4.76% | 318,009 | $43M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.30% | 287,011 | $39M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.27% | 285,546 | $38M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.87% | 258,815 | $35M |
| 8 | BlackRock, Inc. | 3.25% | 217,389 | $29M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.83% | 188,813 | $25M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.02% | 135,152 | $18M |
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