Not independent
Tenure on this board
3.1 yrs
5 nominees · 3 ballot items.
Elect five Class I directors; advisory vote to approve named executive officer compensation (say-on-pay); ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026; consider any other matters properly before the meeting.
Elect five nominees (Catherine T. Chao; Roger A. Cregg; Jean-Marc Gilson; Kimberly S. Lubel; Jeffrey W. Sheets) to the Board of Directors to serve three-year terms until the 2029 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 ‘say-on-pay’ approval of the Company’s named executive officer compensation as described in the proxy statement. Management seeks shareholder approval to reaffirm its compensation philosophy and the specific pay decisions for 2025, including AIP and QIP cash incentives, long-term equity grants (options, RSUs, PSUs), and executive pay governance (clawback, ownership guidelines). The board recommends a vote FOR, arguing compensation is aligned with long-term shareholder interests and designed to attract, motivate and retain executives via performance-based incentives linked to TSR and EVA metrics. The advisory vote is not binding but the Compensation Committee will consider the outcome when making future pay decisions. Context includes prior strong shareholder support (>96% in 2023) and that the company is a controlled company (TTWF LP owns 72.5%), which may affect governance dynamics. The proposal’s ratification would signal shareholder support for existing compensation structures, while a negative result would prompt the Committee to reconsider program design and disclosure. The recommendation reflects management’s view that the performance metrics, peer benchmarking and use of long-term incentives appropriately align pay with performance and shareholder value creation.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Orbis Allan Gray Ltd | 4.1% | 5,284,712 | $617M |
| 2 | Capital World Investors | 3.3% | 4,211,006 | $492M |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.9% | 2,375,113 | $277M |
| 4 | BlackRock, Inc. | 1.4% | 1,786,335 | $209M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.4% | 1,769,808 | $207M |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 1.3% | 1,727,307 | $202M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 1.1% | 1,455,594 | $170M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 1.1% | 1,390,346 | $162M |
| 9 | STATE STREET CORP | 1.1% | 1,380,493 | $161M |
| 10 | BRANDES INVESTMENT PARTNERS, LP | 1.0% | 1,248,014 | $146M |
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