Independent
Tenure on this board
2.3 yrs
9 nominees · 3 ballot items.
Elect nine directors; approve, on a non-binding advisory basis, named executive officer compensation (say-on-pay); and ratify KPMG LLP as the company’s independent registered public accounting firm for 2026.
Elect nine nominees to the Board of Directors, each to hold office until the 2027 Annual Meeting and until their successors are elected and qualified.
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 proposal requests an annual, non-binding advisory vote to approve the company’s executive pay program as disclosed in the proxy statement. Management seeks shareholder approval to affirm its compensation design, which mixes base salary, annual incentives tied to consolidated net sales, adjusted net income and free cash flow, and long-term incentives (performance stock units and deferred stock awards) tied to Revenue CAGR and ROIC, with maximum payouts capped at 200% of target. The company frames the program as pay-for-performance: a substantial portion of executive pay is variable and equity-based, the Compensation Committee used benchmarking and an independent consultant, and retention/alignment mechanisms include stock ownership guidelines and a Management Stock Purchase Plan. The Compensation Committee also maintains governance controls such as a claw back policy, prohibition on hedging and pledging, independent advisor engagement, and an annual risk review of compensation programs. The Board recommends a FOR vote, arguing that the program effectively aligns executive interests with long-term stockholder value, supported by strong 2025 financial results (record sales, EPS and operating margin) and robust pay outcomes tied to performance metrics. Opposing considerations for investors could include the company’s dual-class structure and concentrated voting control by the Horne family, which can influence governance dynamics and limit shareholder influence over management. In evaluating the proposal, an analyst should weigh the strength of incentive design, the company's recent financial performance and realized pay, the Compensation Committee's governance processes, and potential concerns about control and independence when assessing whether shareholder approval reflects alignment with long-term value creation.
Ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.3% | 2,117,555 | $615M |
| 2 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 5.2% | 1,722,864 | $500M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.0% | 1,660,725 | $482M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 1,226,383 | $356M |
| 5 | STATE STREET CORP | 3.0% | 991,144 | $288M |
| 6 | BlackRock, Inc. | 2.7% | 895,306 | $260M |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.5% | 834,015 | $242M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 792,738 | $230M |
| 9 | Boston Partners | 2.1% | 703,868 | $204M |
| 10 | Impax Asset Management Group plc | 1.8% | 588,022 | $171M |
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