Not independent
Tenure on this board
15.9 yrs
8 nominees · 3 ballot items.
Elect eight directors; Ratify KPMG LLP as independent auditors; Advisory ‘say-on-pay’ vote to approve executive compensation.
Election of eight nominated directors to serve one-year terms expiring at the 2027 annual meeting.
Ratify KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
This management proposal asks shareholders to ratify the Audit and Risk Committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2026. Management seeks shareholder ratification as a matter of good corporate practice, though the Audit and Risk Committee retains the authority to change auditors regardless of the vote. The proxy discloses KPMG’s audit, audit-related, tax and other fees for 2025 and 2024 and describes pre-approval policies that the Audit and Risk Committee follows for audit and non-audit services to preserve auditor independence. The Board recommends a vote FOR the proposal, citing the committee’s oversight responsibilities and the ongoing relationship with KPMG. The vote is routine and is expected to pass; broker discretion can be used on this matter for street-name shares.
Non-binding, advisory vote on the company's executive compensation (say-on-pay) as disclosed in the proxy statement.
This management proposal seeks a non-binding advisory endorsement of the compensation packages provided to the Company’s named executive officers (NEOs). Management frames the program as pay-for-performance, with a mix of short- and long-term incentives, rigorous performance targets, stock ownership guidelines, clawback and anti-hedging/pledging policies, and enhancements such as a TSR outperformance modifier and a CEO Value Creation Award. The Board recommends FOR. The vote is advisory and will not be binding, but the Compensation Committee and Board will consider the outcome in future compensation decisions; it is classified as non-routine so brokers cannot vote uninstructed shares on it.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.40% | 3,571,654 | $159M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.94% | 2,039,897 | $91M |
| 3 | STATE STREET CORP | 4.51% | 1,546,944 | $69M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.30% | 1,477,315 | $66M |
| 5 | ALLIANCEBERNSTEIN L.P. | 3.95% | 1,357,011 | $82M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.74% | 1,284,666 | $57M |
| 7 | T. Rowe Price Investment Management, Inc. | 3.44% | 1,181,484 | $52M |
| 8 | BlackRock, Inc. | 3.16% | 1,083,188 | $48M |
| 9 | JANUS HENDERSON GROUP PLC | 2.90% | 993,945 | $44M |
| 10 | DEPRINCE RACE ZOLLO INC | 2.12% | 728,463 | $32M |
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