The annual meeting will be held virtually on May 21, 2026, with voting available online, by phone, or by mail.
Stockholders will vote on the election of seven directors, ratification of the auditor, executive compensation, and an amendment to the articles of incorporation.
The board recommends voting in favor of all proposals.
Proposals include electing seven directors, ratifying Ernst & Young LLP as auditor, approving executive compensation (say-on-pay), and amending the articles to waive jury trials for internal actions.
The board recommends a vote FOR all proposals.
Shareholders can submit proposals for the 2027 meeting by December 8, 2026, and nominate directors following specific advance notice procedures.
The board consists of eight directors, with seven standing for re-election; six of seven nominees are independent.
Board committees include audit, talent and compensation, and nominating and corporate governance, all composed of independent directors.
The lead independent director presides over executive sessions and board meetings when the chair is not present.
Annual board and committee evaluations are conducted with third-party consultants.
Stock ownership guidelines require independent directors to own stock equal to five times their annual cash retainer.
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