Not independent
Tenure on this board
8.8 yrs
Also a director at
Allison Transmission Holdings Inc (ALSN)
9 nominees · 3 ballot items.
Election of nine directors; Ratification of Deloitte & Touche LLP as independent auditors for fiscal 2027; Advisory (non-binding) vote to approve named executive officer compensation.
Elect nine director nominees to serve until the 2027 Annual Meeting.
Ratify selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending March 31, 2027.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote approving the Company’s named executive officer compensation as disclosed in the proxy statement. Management seeks shareholder approval to validate its pay-for-performance philosophy and to obtain feedback on the executive compensation program, which relies heavily on performance-based incentives (annual cash incentives tied primarily to Adjusted EBITDA and net sales and long-term equity awards tied to multi-year cash flow and ROIC targets). The Compensation & Management Development Committee administers and reviews compensation design with input from an independent consultant; the company emphasizes stockholder alignment through ownership guidelines and pay mix. Although advisory and non-binding, the Board intends to consider the outcome when making future compensation decisions; the company previously received 88% support in the say-on-pay vote, which management views as affirmation. Key context includes strong FY26 financial outcomes (above-target payouts, robust Adjusted EBITDA and performance-based equity payouts), the presence of recoupment policies, and no problematic governance practices like hedging or pledging. Risks for investors include potential dilution from equity awards and the fact that the vote is non-binding, limiting immediate governance consequences.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.1% | 3,891,095 | $534M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.7% | 3,615,687 | $496M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 3,423,703 | $469M |
| 4 | STATE STREET CORP | 3.3% | 2,489,531 | $341M |
| 5 | Pictet Asset Management Holding SA | 2.9% | 2,204,801 | $302M |
| 6 | BlackRock, Inc. | 2.8% | 2,139,351 | $293M |
| 7 | FIRST TRUST ADVISORS LP | 2.7% | 2,044,057 | $280M |
| 8 | Impax Asset Management Group plc | 2.5% | 1,927,510 | $264M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.2% | 1,657,753 | $227M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.4% | 1,094,311 | $150M |
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