Independent
Tenure on this board
4.0 yrs
10 nominees · 3 ballot items.
Three proposals: election of ten directors, an advisory (non-binding) vote to approve executive compensation (say-on-pay), and ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2026.
Annual election of ten director nominees to serve until the 2027 annual meeting.
Non-binding advisory vote to approve the compensation paid to the named executive officers as disclosed in the 2026 proxy statement.
This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed executive compensation for named executive officers as presented in the proxy statement. Management seeks shareholder approval to validate its compensation design, which it characterizes as market-based, performance-driven and aligned with long-term shareholder interests; the board and the GCN Committee view the vote as an important feedback mechanism though not binding. The Company’s compensation program links pay to a mix of short- and long-term metrics, including ongoing EPS for annual incentives and multi-year PSUs tied to EPS growth, carbon dioxide emissions reductions, nuclear operations ratings, wildfire mitigation targets, and a relative TSR modifier that can adjust PSU payouts by up to ±30%. The program emphasizes a high proportion of at-risk pay (approximately 90% for the CEO at target) to align executives’ incentives with operational, financial and sustainability outcomes. The board notes prior strong shareholder support (92% in favor in 2025) and uses the advisory vote outcome as one input for future pay-setting and program design decisions. Because the vote is advisory, management retains discretion but commits to consider investor feedback; this dynamic makes the proposal a governance signal rather than a direct constraint. Potential shareholder concerns that could arise include the balance between incentives and risk-taking, the relative weighting of sustainability versus financial metrics, and the use of a TSR modifier that can alter payouts irrespective of absolute company performance; the proxy addresses many of these points by describing governance safeguards (clawbacks, stock ownership guidelines, independent consultant, capped payouts, multi-year vesting). A vote in favor would reaffirm the board’s view that the compensation framework supports long-term value creation and the energy transition objectives; a significant vote against could prompt more substantive engagement and possible program adjustments by the GCN Committee. Overall, the proposal represents a routine but important governance practice to solicit shareholder views on pay alignment and to provide accountability and transparency around compensation outcomes.
Shareholder ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.3% | 39,489,162 | $3.1B |
| 2 | STATE STREET CORP | 5.9% | 37,125,656 | $3.0B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.6% | 34,776,475 | $2.8B |
| 4 | Capital Research Global Investors | 4.4% | 27,258,524 | $2.2B |
| 5 | BlackRock, Inc. | 4.2% | 26,064,616 | $2.1B |
| 6 | BANK OF AMERICA CORP /DE/ | 3.7% | 23,359,786 | $1.9B |
| 7 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 2.4% | 15,208,250 | $1.2B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 15,081,527 | $1.2B |
| 9 | BlackRock, Inc. | 2.1% | 13,179,142 | $1.0B |
| 10 | GQG Partners LLC | 1.8% | 11,193,162 | $889M |
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