Independent
Tenure on this board
10.1 yrs
Also a director at
Church & Dwight Co Inc (CHD)
8 nominees · 5 ballot items.
Elect 8 directors; approve amendment to 2020 Omnibus Award Plan increasing share reserve; ratify Deloitte & Touche LLP as independent auditors for 2026; advisory "say-on-pay" vote to approve executive compensation; vote on stockholder proposal restricting issuance of “blank‑check” preferred stock.
Election of eight director nominees to the Board to serve until the next annual meeting.
Approve amendment to increase number of shares of common stock available for issuance under the 2020 Omnibus Award Plan by 21,000,000 shares.
This management proposal asks shareholders to approve an amendment to the Company’s 2020 Omnibus Award Plan to increase the authorized share reserve by 21,000,000 shares. Management and the Compensation and Human Capital Committee argue the increase is needed to continue granting competitive equity awards (performance units, options, RSUs and retention/make-whole awards) to attract, retain and motivate executives, employees and directors and to align their interests with long-term stockholder value. The Board highlights governance protections in the plan (no evergreen provision, minimum vesting, double-trigger change-in-control vesting, clawback provisions, 2.5x counting for full-value awards, no repricing without shareholder approval) and engaged their independent consultant FW Cook, which supported the requested share increase after reviewing dilution, burn rate and historical grant practices. Management discloses current available shares and illustrates expected duration (approximately four years based on historical usage), dilution metrics (fully-diluted overhang between ~12.8%–19.2% depending on award type), and peer practices. If shareholders do not approve the amendment, the company warns equity awards would be materially constrained, impairing its ability to execute compensation programs and retain talent. Board recommends FOR and sets out vote mechanics (majority of shares present and entitled to vote).
Ratify Deloitte & Touche LLP as the Company’s independent auditors for fiscal year 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Stockholder proposal requesting the Board adopt a policy requiring shareholder approval before issuing “blank‑check” preferred stock except for ordinary business purposes of raising capital or making acquisitions and without intent to change voting power.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | TRIAN FUND MANAGEMENT, L.P.Activist | 16.0% | 30,446,022 | $212M |
| 2 | BlackRock, Inc. | 7.4% | 14,139,282 | $98M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.9% | 9,261,801 | $64M |
| 4 | WELLS FARGO COMPANY/MN | 3.6% | 6,894,976 | $48M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 6,823,437 | $47M |
| 6 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.4% | 6,497,923 | $45M |
| 7 | HARRIS ASSOCIATES L P | 3.1% | 5,929,801 | $41M |
| 8 | MORGAN STANLEY | 2.9% | 5,586,390 | $39M |
| 9 | STATE STREET CORP | 2.9% | 5,465,922 | $38M |
| 10 | BlackRock, Inc. | 2.4% | 4,523,492 | $31M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.