Independent
Tenure on this board
4.3 yrs
12 nominees · 3 ballot items.
Election of 12 directors; advisory approval of executive compensation (Say-on-Pay); ratification of Ernst & Young LLP as independent auditors.
Elect 12 nominees for director to hold office until the 2027 Annual Meeting or until successors are elected and qualified.
Non-binding advisory approval of the Company’s executive compensation as described in the proxy statement.
This non-binding proposal asks shareholders to endorse the Company’s executive compensation program as disclosed in the proxy, reflecting pay-for-performance principles, a heavy weighting of incentive compensation (short- and long-term), and governance practices like clawbacks and stock ownership guidelines. Management seeks approval to validate its pay design and to signal alignment with investors; the board recommends FOR because prior say-on-pay votes showed strong shareholder support and the Compensation Committee used independent benchmarking and pay-for-performance analysis in setting 2025 compensation. The proposal does not change pay terms but serves as shareholder feedback; a FOR vote supports the Committee’s approach, while AGAINST could prompt management review though not an immediate change. The context includes strong 2025 financial results, overlapping LTIP cycles tied to Adjusted EPS and Relative TSR, and special transition arrangements for the founder within the Wehmer Agreement. The board’s rationale emphasizes retention, alignment with shareholder returns, and use of independent consultant Meridian to benchmark pay.
Ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 5.89% | 3,974,693 | $552M |
| 2 | BlackRock, Inc. | 5.37% | 3,619,424 | $503M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.32% | 3,586,873 | $498M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 3,025,764 | $420M |
| 5 | STATE STREET CORP | 3.83% | 2,586,355 | $359M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.76% | 2,537,541 | $353M |
| 7 | BlackRock, Inc. | 2.95% | 1,990,256 | $277M |
| 8 | FIRST TRUST ADVISORS LP | 2.71% | 1,830,268 | $254M |
| 9 | EARNEST PARTNERS LLC | 2.08% | 1,400,634 | $195M |
| 10 | PRINCIPAL FINANCIAL GROUP INC | 1.71% | 1,153,659 | $160M |
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