Not independent
Tenure on this board
0.4 yrs
9 nominees · 5 ballot items.
Election of nine directors; Ratify Ernst & Young LLP as independent auditors; Advisory (non-binding) approval of executive compensation (Say-on-Pay); Advisory vote on frequency of future Say-on-Pay votes (recommend every year); Approve the WillScot 2026 Incentive Award Plan.
Elect nine director nominees to the Board to serve until the 2027 annual meeting or until successors are elected and qualified.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The proposal asks shareholders to cast a non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy. Management seeks approval to signal investor support for the company’s pay-for-performance compensation framework, which emphasizes performance-based equity (70% PSUs) and short-term incentives aligned to Adjusted EBITDA and Q4 Lease Revenue. The Board recommends a vote FOR, arguing that executive pay is heavily performance-based, aligned with long-term shareholder interests through significant equity components, and supported by an independent compensation consultant and governance safeguards like clawback policies, stock ownership guidelines, and oversight by the Compensation Committee. The company’s recent pay outcomes included below-target STIP payouts (32.8% of target) and evolving LTIP metrics; the non-binding vote allows investors to provide feedback without forcing changes, but the Board intends to consider the outcome in future compensation design. Given the company's 2025 operational and restructuring activities, the advisory vote provides a critical governance signal on executive alignment during a period of transformation.
Advisory vote to determine whether future advisory votes on executive compensation should be held every year, every two years, or every three years.
The proposal requests a non-binding shareholder preference on the frequency of future say-on-pay votes. Management recommends an annual frequency, arguing it is best practice and provides timely feedback. The Board will consider the outcome but is not bound by it; implementation is expected to align with the option receiving the most votes. The company also highlights precedent and investor preference towards annual votes and notes it intends the next advisory vote on frequency to occur in 2032 subject to the vote outcome. This proposal is governance-focused and carries limited direct operational impact but is an important signal of shareholder engagement with compensation governance.
Approve the Company’s 2026 Incentive Award Plan to replace the 2020 Plan and authorize issuance of up to 5,750,000 shares for equity awards.
The proposal asks shareholders to approve a new equity incentive plan authorizing 5,750,000 shares for awards to employees, officers and directors, replacing the 2020 Plan because its remaining share reserve is insufficient for future grants. Management frames the plan as essential to retain and attract key talent and to align executives’ interests with stockholders. Key governance features include no repricing without shareholder approval, no evergreen share replenishment, a director award limit of $800,000 per year, clawback provisions, minimum one-year vesting (with limited exceptions), and a 10-year term. Approval is required for ISOs and to satisfy Nasdaq and tax requirements. The Board recommends voting FOR, arguing the plan modernizes governance provisions and preserves pay-for-performance alignment; stockholders should weigh dilution, potential burn rate, and grant practices against the company’s need to incentivize leadership during a period of operational change and cost optimization.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 12.0% | 21,775,919 | $378M |
| 2 | BlackRock, Inc. | 8.4% | 15,151,070 | $263M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.1% | 9,273,622 | $161M |
| 4 | JPMORGAN CHASE CO | 4.4% | 8,045,989 | $133M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 7,879,454 | $137M |
| 6 | Turtle Creek Asset Management Inc. | 4.3% | 7,870,039 | $137M |
| 7 | T. Rowe Price Investment Management, Inc. | 3.8% | 6,842,092 | $119M |
| 8 | Coliseum Capital Management, LLC | 3.4% | 6,219,477 | $108M |
| 9 | STATE STREET CORP | 3.2% | 5,867,584 | $102M |
| 10 | Van Berkom Associates Inc. | 3.2% | 5,759,904 | $100M |
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