Independent
Tenure on this board
13.3 yrs
3 nominees · 3 ballot items.
Elect three directors for three-year terms, approve on an advisory basis the compensation of the named executive officers, and ratify Ernst & Young LLP as the company’s independent registered public accounting firm for 2026.
Election of three directors (Thomas D. Christopoul, Emma M. McTague, Peggy N. Troy) to serve three-year terms expiring in 2029.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (the 'say-on-pay' vote). Management frames the program as strongly pay-for-performance: short-term incentive awards under the MICP (weighted to Adjusted EBITDA and Free Cash Flow in 2025) and a meaningful portion of long-term incentives delivered as performance stock units (PSUs) tied to multi-year targets (free cash flow conversion, ROIC, and sales growth). The Compensation Committee, supported by an independent consultant, emphasizes that CEO and other senior executive awards are heavily performance-based (the CEO’s long-term award was 100% PSUs in 2025) to align management pay with stockholder value creation. The proposal is advisory and non-binding, but the Board and Compensation Committee state they will carefully consider the voting outcome when setting future compensation. The company also notes that it conducted extensive stockholder outreach (engaging holders of a substantial portion of outstanding shares) and adjusted disclosure and program features in response to feedback, which management cites to support the program’s alignment with investor expectations. A vote FOR therefore signals support for the Committee’s approach—linking pay to financial and strategic milestones—while a vote AGAINST would signal stockholder dissatisfaction and could prompt the Committee to revisit plan design, metrics, or disclosures. The Board’s recommendation for a FOR vote is grounded in the Committee’s view that the combination of the MICP, the structure of PSUs, stock ownership guidelines, and clawback provisions provides appropriate incentives without encouraging excessive risk-taking. In evaluating the merits, investors should weigh the program’s explicit performance metrics, recent payout outcomes (for example, 2025 financial factor payouts above target), and the non-binding nature of the vote when considering how influential the result may be on future compensation decisions.
Ratify the Audit Committee’s selection of Ernst & Young 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. | 9.4% | 15,608,481 | $700M |
| 2 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 5.5% | 9,171,568 | $411M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.3% | 8,856,306 | $397M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 6,987,370 | $313M |
| 5 | STATE STREET CORP | 3.4% | 5,636,375 | $253M |
| 6 | BANK OF AMERICA CORP /DE/ | 2.9% | 4,909,215 | $220M |
| 7 | BlackRock, Inc. | 2.7% | 4,588,548 | $206M |
| 8 | BECK MACK OLIVER LLC | 2.1% | 3,497,990 | $157M |
| 9 | ALLIANCEBERNSTEIN L.P. | 1.9% | 3,195,863 | $149M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 3,122,152 | $140M |
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