Independent
Tenure on this board
1.2 yrs
4 nominees · 4 ballot items.
Elect four Class II directors; approve, on a non-binding advisory basis, the compensation paid to named executive officers (say-on-pay); approve, on a non-binding advisory basis, the frequency of future say-on-pay votes (say-on-frequency); and ratify PricewaterhouseCoopers LLP as YETI’s independent registered public accounting firm for fiscal 2027.
Elect the four Class II director nominees — Arne Arens, Mary Lou Kelley, Dustan E. McCoy, and Robert K. Shearer — to serve three-year terms expiring at the 2029 Annual Meeting.
Non-binding advisory vote to approve the compensation paid to YETI’s named executive officers as disclosed in the proxy (say-on-pay).
This non-binding management proposal asks shareholders to approve, on an advisory basis, the compensation paid to YETI’s named executive officers as disclosed in the proxy statement, including the CD&A, compensation tables, and narrative. Management is seeking shareholder approval primarily as a governance and feedback mechanism — to validate that its pay programs align executive incentives with company strategy and long-term shareholder interests. The Company’s program mixes fixed salary, short-term cash incentives (STIP weighted to adjusted operating income and adjusted net sales), and long-term equity incentives (a mix of time-based RSUs and performance-based RSUs tied to cumulative free cash flow with a relative TSR modifier). In 2025, extraordinary tariff impacts affected operating income and the Committee made a tariff-related adjustment for STIP purposes, which influenced payouts; long-term PBRSUs for 2023–2025 paid at 200% based on cumulative FCF. The Board’s recommendation to vote FOR reflects its view that the program appropriately balances retention, pay-for-performance, and alignment with stockholder value creation while including governance safeguards (clawback policy, stock ownership guidelines, no repricing without shareholder approval). Because the vote is advisory, the Board and Compensation Committee will consider the result when making future compensation decisions and designing plan changes (they recently adjusted metric weightings and PBRSU metrics for 2026). Key contextual considerations for an investor evaluating the proposal include the material tariff headwinds in 2025 that reduced short-term payouts, the high weighting of PBRSUs for senior executives (notably the CEO), and the Company’s peer benchmarking and independent compensation consultant support. A sophisticated evaluation should weigh the program’s strong performance-linkage and retention features against concentrated equity-based pay and the non-binding nature of the vote when assessing governance risk and pay alignment.
Non-binding advisory vote on whether future say-on-pay votes should be held every 1, 2, or 3 years; the Board recommends an annual (1 year) vote.
This management proposal asks shareholders, in a non-binding advisory manner, to indicate their preferred frequency for future advisory votes on executive compensation — annually, biennially, or triennially — with the Board recommending an annual vote. Management seeks this approval to confirm that shareholders want regular and timely input on executive pay practices; the Board cites a prior shareholder preference (from the 2020 say-on-frequency vote) for annual votes and contends that yearly feedback improves governance responsiveness. The proposal is procedural rather than substantive, but it has governance implications: an annual schedule provides shareholders a recurring mechanism to express concerns and can accelerate management and committee responsiveness to compensation issues, while less frequent votes reduce administrative costs and may provide a longer horizon for evaluating compensation changes. The vote is non-binding; if no option receives a majority, the Board will adopt the option receiving the most votes (a plurality). Investors evaluating the proposal should weigh the value of frequent shareholder engagement against the potential for short-term pressure on pay design, and consider that the Board and Compensation Committee will treat vote outcomes as guidance rather than a mandate. Given YETI’s recent compensation changes (e.g., STIP and PBRSU metric adjustments for 2026) and the Board’s stated desire to receive regular feedback, supporting the Board’s recommendation for an annual vote aligns with a posture of active governance and accountability. However, investors preferring multi-year cycles may argue that longer intervals allow measurement of longer-term incentive outcomes before judgment.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as YETI’s independent registered public accounting firm for the fiscal year ending January 2, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.5% | 4,162,309 | $152M |
| 2 | WELLINGTON MANAGEMENT GROUP LLP | 5.0% | 3,751,591 | $137M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.9% | 3,701,230 | $135M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 3,490,837 | $128M |
| 5 | REINHART PARTNERS, LLC. | 4.1% | 3,118,339 | $114M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.4% | 2,569,783 | $94M |
| 7 | FMR LLC | 3.3% | 2,496,549 | $91M |
| 8 | STATE STREET CORP | 3.2% | 2,389,689 | $87M |
| 9 | BlackRock, Inc. | 3.0% | 2,261,604 | $83M |
| 10 | BAILLIE GIFFORD CO | 2.9% | 2,213,590 | $81M |
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