Not independent
Tenure on this board
8.6 yrs
7 nominees · 3 ballot items.
Elect seven directors; ratify Grant Thornton LLP as independent auditor for 2026; approve, on a non-binding advisory basis, Named Executive Officer compensation.
Election of seven director nominees named in the proxy statement to hold office until the 2027 Annual Meeting.
Ratify the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Proposal asks stockholders to ratify the Audit Committee’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2026. Management seeks ratification as a matter of good corporate practice despite no legal requirement, emphasizing Grant Thornton’s longstanding relationship since 2016 and the firm’s role in auditing the Company’s financial statements. The proposal is routine and transactional — intended to provide the Board and Audit Committee with stockholder confirmation of the auditor appointment and to signal support for continuity in audit oversight. The Board recommends a vote FOR, noting that if stockholders do not ratify, the Audit Committee will reconsider the appointment; even if ratified, the Audit Committee reserves the right to change auditors if it deems appropriate. Given the company’s financial reporting history and the Audit Committee’s oversight, the recommendation is framed as supporting consistent audit quality and continuity, with minimal governance controversy.
A non-binding advisory (say-on-pay) vote to approve the compensation of the company’s Named Executive Officers as disclosed in the proxy statement.
This management proposal seeks a non-binding advisory approval of the company’s executive compensation program and outcomes for Named Executive Officers as disclosed in the proxy. Management frames the vote as a routine corporate governance requirement, emphasizing the Compensation Committee’s use of performance metrics (Adjusted EBITDA, free cash flow, safety, environmental metrics, and strategic goals), and a mix of cash and equity incentives designed to align pay with performance. The board recommends FOR, noting past strong stockholder support (approximately 98% in 2025), and commits to consider shareholder feedback. For sophisticated analysis, the proposal reflects a standard say-on-pay with robust pay-for-performance features, long-term incentive design adjustments (TSR-based PSUs with absolute modifiers), and severance/retention mechanisms; the key evaluation points for investors are the alignment of pay to realized returns, the balance of performance vs. time-based awards, and the governance safeguards (clawback policy, no single-trigger CIC payments, ownership guidelines).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FRANKLIN RESOURCES INC | 7.6% | 10,565,199 | $162M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.5% | 6,267,528 | $96M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.6% | 4,942,554 | $76M |
| 4 | AMERICAN CENTURY COMPANIES INC | 2.9% | 4,006,991 | $61M |
| 5 | BlackRock, Inc. | 2.9% | 3,956,151 | $61M |
| 6 | Crestview Partners II GP, L.P. | 2.8% | 3,899,195 | $60M |
| 7 | DEPRINCE RACE ZOLLO INC | 2.5% | 3,517,163 | $54M |
| 8 | STATE STREET CORP | 2.4% | 3,335,105 | $51M |
| 9 | VAN ECK ASSOCIATES CORP | 2.3% | 3,208,308 | $49M |
| 10 | Encompass Capital Advisors LLC | 2.2% | 3,085,249 | $47M |
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