Not independent
Tenure on this board
15.1 yrs
10 nominees · 3 ballot items.
Election of ten directors; advisory approval of named executive officer compensation (say-on-pay); and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm.
Elect ten director nominees — John J. Engel, Glynis A. Bryan, Michael L. Carter, Anne M. Cooney, Matthew J. Espe, Sundaram Nagarajan, James L. Singleton, Easwaran Sundaram, Laura K. Thompson and David C. Wajsgras — each to serve a one-year term expiring at the 2027 Annual Meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This management proposal requests a non-binding, advisory approval of the Company’s named executive officer compensation as disclosed in the proxy statement, i.e., a ‘say-on-pay’ vote. Management seeks shareholder endorsement to validate its compensation design, which the Compensation Committee says is pay-for-performance and comprised of base salary, a short-term cash incentive (STIP) linked to EBITDA, free cash flow and a strategic objective, and long-term incentives (LTIP) made up of performance shares (EPS growth and RONA growth with a relative TSR modifier), stock options, and RSUs. The Board frames the vote as an important mechanism for stockholder feedback — although non-binding, the Board and Compensation Committee will review and consider the results in future compensation decisions. The proxy highlights recent performance metrics (record sales, TSR, EPS growth in 2025) and a 91% shareholder approval in 2025, which management uses to argue alignment between pay and performance. Critics might focus on CEO pay quantum, change-in-control and severance provisions, and the potential for equity-heavy pay to reward short-term stock moves; management counters with robust governance features including independent committee oversight, engagement with stockholders, clawback policies, stock ownership guidelines, and performance-based metrics tied to multi-year outcomes. The proposal’s practical effect is limited because it is advisory, but a substantial negative vote could pressure the Board to redesign elements of pay or increase engagement; conversely, strong support reinforces management’s current approach. Given the detailed disclosure of targets, payout formulas, peer benchmarking, and the Board’s stated responsiveness to voting outcomes, the recommendation to vote FOR is presented as consistent with alignment of pay with company strategy and long-term stockholder value creation.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.94% | 2,892,672 | $791M |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 4.94% | 2,406,224 | $658M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 2,187,476 | $599M |
| 4 | BlackRock, Inc. | 4.45% | 2,167,704 | $593M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.29% | 2,090,412 | $572M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.26% | 2,073,992 | $567M |
| 7 | BlackRock, Inc. | 3.50% | 1,702,528 | $466M |
| 8 | STATE STREET CORP | 3.01% | 1,465,249 | $401M |
| 9 | BAUPOST GROUP LLC/MAActivist | 2.95% | 1,436,881 | $393M |
| 10 | BlackRock, Inc. | 2.71% | 1,322,209 | $362M |
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