Independent
Tenure on this board
8.9 yrs
11 nominees · 3 ballot items.
Election of 11 directors; advisory (non-binding) approval of 2025 executive compensation (say-on-pay); ratification of Deloitte & Touche LLP as independent auditors for 2026.
Election of 11 nominated directors to serve until the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers for 2025.
This proposal asks shareholders to cast a non-binding advisory vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy. Management seeks endorsement to validate its pay-for-performance program which emphasizes at-risk compensation: a substantial portion of NEO pay is performance-based (e.g., AIP and PSUs), with PSUs comprising 65% of LTI awards and AIP linked to Adjusted EBITDA, Adjusted FCFbG, and operational indices. The Board and the Social Responsibility and Compensation Committee recommend a vote FOR, citing strong 2025 performance (e.g., Ongoing Operations Adj. EBITDA of $5,912 million and Adj. FCFbG of $3,592 million), robust governance practices (clawbacks, stock ownership guidelines, independent compensation consultant), and positive stockholder feedback in prior say-on-pay votes (over 97% support in 2025). The vote is advisory and will be considered in future compensation decisions.
Ratify the appointment of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.34% | 21,393,960 | $3.2B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.01% | 16,902,218 | $2.5B |
| 3 | STATE STREET CORP | 4.97% | 16,770,480 | $2.5B |
| 4 | BlackRock, Inc. | 4.17% | 14,052,043 | $2.1B |
| 5 | FMR LLC | 3.94% | 13,275,936 | $2.0B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.38% | 8,033,371 | $1.2B |
| 7 | BlackRock, Inc. | 2.01% | 6,782,381 | $1.0B |
| 8 | LONE PINE CAPITAL LLC | 1.84% | 6,187,585 | $930M |
| 9 | JPMORGAN CHASE CO | 1.55% | 5,241,688 | $773M |
| 10 | MORGAN STANLEY | 1.55% | 5,219,337 | $785M |
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