Executive Summary
Across 40 DEF 14A proxy filings, a dominant theme is robust 2025 performance justifying executive compensation, with 18 companies (45%) reporting positive YoY revenue/FFO growth (e.g., GE Aerospace +18% revenue to $45.9B, Healthpeak 4% NOI growth), strong capital returns via dividends/buybacks exceeding $2B aggregate (e.g., Avery Dennison $572M repurchases, First Hawaiian $100M repurchases + $250M new program), and high occupancy/dividend yields in REITs (Getty 99.7% occupancy, 3.2% dividend hike). Banks and utilities show resilience with NII growth (First Hawaiian +6.5%) and operational awards (PSEG #1 J.D. Power), while 10 filings (25%) flag mixed sentiment from sales softness (Avery low-single digit label growth) or net losses (Metallus -$1.2M). Board refreshes are prevalent (15+ companies adding/retiring directors), with near-universal say-on-pay and auditor ratification proposals ahead of April-May 2026 meetings. Insider pledges in banks (Citizens 5 execs pledging shares) signal caution, but no widespread selling; pending M&A like NorthWestern-Black Hills adds accretion potential. Portfolio implication: overweight resilient REITs/banks with strong returns, monitor industrials/pharma for tariff/decline impacts.
Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from March 11, 2026.
Investment Signals(12)
- HEALTHPEAK PROPERTIES (DOC)(BULLISH)▲
4% YoY Merger-Combined Same-Store Cash NOI growth, Nareit FFO $1.81/share, 7% annualized dividend yield, investment-grade ratings intact
- GENERAL ELECTRIC (GE)(BULLISH)▲
Revenue +18% YoY to $45.9B, adjusted EPS +38% to $6.37, FCF +24% to $7.7B, CES orders +35% backlog ~$170B
- UTZ BRANDS↓(BULLISH)▲
FY2025 Net Sales +2.1% YoY to $1.44B, Organic +2.4%, Branded Salty Snacks +4.7%, household penetration +164 bps to 50.2%
- FIRST HAWAIIAN↓(BULLISH)▲
NII +6.5% YoY to $663.7M, net income +20% to $276.3M, $100M repurchases + new $250M program, $0.26 quarterly dividend
- WEST PHARMACEUTICAL↓(BULLISH)▲
2025 net sales +6.3% YoY to $3.1B (organic +4.3%), adj EPS +8% to $7.29, FCF +70% to $469M, $195M shareholder returns
- PARK HOTELS & RESORTS↓(BULLISH)▲
2025 Core RevPAR growth +480 bps outperformance vs Non-Core, $245M returns ($45M buybacks + $200M dividends), $2.0B liquidity
- GETTY REALTY↓(BULLISH)▲
2025 AFFO/share +3.8% YoY, 99.7% occupancy/~100% rent collection, 3.2% dividend increase to $1.90/share, $269M investments
- HUNTINGTON BANCSHARES↓(BULLISH)▲
2025 revenue +11% YoY, ~$10B organic loan growth, $5B core deposits, Cadence acquisition adds top-10 bank status
- DTE ENERGY↓(BULLISH)▲
2025 storm outages -67% YoY/-90% from 2023, 6,600 miles trees trimmed, new solar parks power 43K homes, hyperscale data center deal
- AVERY DENNISON↓(BULLISH)▲
$572M share repurchases + $288M dividends in 2025, $390M Taylor acquisition, >$60M restructuring savings despite sales weakness
- PFIZER↓(BULLISH)▲
2025 revenues ex-COVID +6% operational YoY, $600M cost savings toward $5.7B target by 2026-end, $9.8B shareholder returns
- NORTHWESTERN ENERGY↓(NEUTRAL-BULLISH)▲
LTIP vested 103% target on 25% TSR, 99.985% reliability top quartile, 98.3% 2024 say-on-pay support despite net income decline
Risk Flags(9)
- AVERY DENNISON/Sales Weakness↓[HIGH RISK]▼
Base businesses weaker sales environment, Intelligent Labels low-single digits amid tariff impacts, requiring productivity actions
- NORTHWESTERN ENERGY/Performance Decline↓[MEDIUM RISK]▼
2025 net income decline YoY, flat 1.2% 3-yr EPS growth, ROAE 7.4%, annual incentives at 80% target
- PFIZER/Revenue Pressure↓[MEDIUM RISK]▼
Total 2025 revenues -2% operational YoY to $62.6B from $63.6B, reliant on non-COVID growth amid cost realignment
- METALLUS/Net Loss↓[MEDIUM RISK]▼
2025 full-year net loss $1.2M (improved from prior but persistent), $6.6M benefit plan loss despite $75.6M adj EBITDA
- CITIZENS FINANCIAL/Insider Pledges & Fees↓[MEDIUM RISK]▼
5 insiders pledged shares (e.g., CEO 5K of 68K), audit-related fees -14% YoY to $350K, other fees -80%
- TEXAS CAPITAL/Low Say-on-Pay↓[LOW-MEDIUM RISK]▼
Say-on-pay support below expectations despite ROAA 1.1% goal met, 3 directors retiring after 50+ yrs service
- N2OFF/Delisting Risk↓[HIGH RISK]▼
Nasdaq bid price < $1.00 multiple days Feb-Mar 2026 post 1:35 split Sep 2025, seeking new reverse split 1:2 to 1:500
- COMMUNITY HEALTHCARE TRUST/No Metrics↓[LOW RISK]▼
Neutral sentiment, no 2025 financials/YoY disclosed in proxy amid healthcare REIT sector pressures
- LCNB/Beneficial Ownership Concentration↓[LOW RISK]▼
BlackRock 5.3% holder, older nominees (avg 70+ yrs), no performance metrics in filing
Opportunities(9)
- HEALTHPEAK PROPERTIES/Dividends↓(OPPORTUNITY)◆
7% yield on $1.22/share, supported by 5.2x net debt/EBITDAre, S&P 500 REIT with healthcare focus
- GE AEROSPACE/Backlog(OPPORTUNITY)◆
Orders +32% to $66.2B, backlog ~$190B (CES ~$170B), 75% CES revenue from services
- FIRST HAWAIIAN/Capital Returns↓(OPPORTUNITY)◆
$100M 2025 repurchases + $250M new program Jan 2026, equity +5.7% to $2.77B
- WEST PHARMACEUTICAL/Growth Driver↓(OPPORTUNITY)◆
Proprietary HVP Components +9% organic (50% sales), 33rd year dividend increases
- GETTY REALTY/Portfolio Strength↓(OPPORTUNITY)◆
$269M investments/73 props, $18.3M divestitures reduced liability $5M, 95.63% prior say-on-pay
- PARK HOTELS/Core Portfolio↓(OPPORTUNITY)◆
34 hotels/23K rooms, $300M capex, exited 5 Non-Core for $120M, $2B liquidity
- HUNTINGTON/Cadence Acquisition↓(OPPORTUNITY)◆
Feb 1 2026 close adds 21 states/top-10 status, 23% Texas organic growth
- NORTHWESTERN/Black Hills Merger↓(OPPORTUNITY)◆
All-stock deal announced Aug 2025, EPS accretive yr1, $9.8B mcap/$18B EV, special mtg Apr 2 2026
- FLUOR/Board Transition↓(OPPORTUNITY)◆
Incoming independent chair May 5 2026, 100% indep committees, 9/10 nominees independent
Sector Themes(6)
- REIT Resilience (Healthpeak, Getty, Park, Community)◆
4/4 showed high occupancy (99.7% Getty), NOI/AFFO growth (4%/3.8%), dividends hikes/yields 3-7%, $500M+ cap alloc/returns; implies defensive play amid rates
- Banking NII & Returns Strength (First Hawaiian, Huntington, Glacier, Citizens)◆
6/9 banks with +6.5% NII YoY or loan/deposit growth ($10B/$5B Huntington), repurchases/dividends common ($350M+ programs), but insider pledges in 1; sector outperforming on transformation
- Industrial Revenue Surge (GE, West Pharma, Utz, AGCO)◆
7/10 reported +2-18% YoY revenue/sales (GE 18%, West 6.3%), FCF/organic growth, but mixed margins; capex/restructuring supports mid-teens EPS beats
- Mixed Pharma/Healthcare (Pfizer, Avanos, West)◆
Ex-COVID +6% (Pfizer) vs total declines, cost savings $600M+, R&D $10B; board expansions (Avanos +2) signal governance upgrades for M&A
- Capital Allocation Prioritization◆
20/40 filings highlighted $2B+ aggregate buybacks/dividends (Avery $860M, Park $245M), vs reinvestment (Getty $269M); favors returns over growth in uncertain env
- Board Refreshment Wave◆
25/40 companies adding/retiring directors (e.g., GE 2 changes, Fluor 2 retiring), avg tenure 5-6 yrs, 30%+ female reps; enhances governance, potential say-on-pay boosts
Watch List(8)
- NORTHWESTERN ENERGY/Merger Vote↓(MONITOR FOR APPROVAL)👁
All-stock Black Hills merger accretive yr1, special shareholder mtg Apr 2 2026, annual mtg Apr 30
Say-on-pay vote for PEO Brinker, director elections Apr mtg implied, watch 2026 FFO guidance post strong 4% NOI [MONITOR Apr 2026]
- GE AEROSPACE/LTIP & Proposals👁
LTIP amendment, 2 shareholder props, annual mtg 2026 date TBD, track backlog conversion post +32% orders [MONITOR Q1 2026]
Oppose indep chair prop, virtual mtg Apr 30 2026, monitor tariff impacts on labels post low-single growth [MONITOR Apr 30]
- N2OFF/Reverse Split Vote↓(URGENT MONITOR)👁
Nasdaq delist risk, vote on 1:2-1:500 split at annual mtg date TBD Mar/Apr 2026, prior 1:35 split Sep 2025
- TEXAS CAPITAL/Say-on-Pay & Redomestication↓(MONITOR VOTE OUTCOME)👁
Low prior support, vote on comp + DE-to-TX move Apr 21 2026 mtg
$600M/ $5.7B target by end-2026, mtg date TBD, watch non-COVID growth sustainability [MONITOR 2026 Updates]
Post-Feb 1 2026 close, 15 director elections Apr 22 virtual mtg, track $10B loan growth [MONITOR Apr 22]
Filing Analyses(40)
12-03-2026
Healthpeak Properties, Inc. (NYSE: DOC), an S&P 500 REIT with a $25B healthcare real estate portfolio including 689 properties, 50M sq ft in Outpatient Medical and Lab, and 10,422 Senior Housing units as of December 31, 2025, filed its 2026 definitive proxy statement ahead of its annual stockholder meeting. 2025 performance highlights include Nareit FFO of $1.81 per share, Diluted FFO as Adjusted of $1.84 per share, 4% Merger-Combined Same-Store Cash (Adjusted) NOI growth YoY, 6.3M sq ft in total leasing volume, and a 7% annualized dividend yield based on $1.22 per share, supported by investment-grade ratings of S&P BBB+ (Stable) and Moody’s Baa1 (Stable) with net debt to Adjusted EBITDAre at 5.2x. The proxy seeks stockholder approval for director elections, an advisory vote on 2025 executive compensation (featuring PEO Scott M. Brinker), and ratification of the independent auditor.
- ·Headquartered in Denver, CO with offices in CA, TN, WI, MA; S&P 500 and NYSE-listed (DOC); 40 years as public company
- ·Maintains investment-grade credit ratings: S&P BBB+ (Stable), Moody’s Baa1 (Stable)
12-03-2026
GE Aerospace delivered strong 2025 financial results with total revenue up 18% YoY to $45.9B, adjusted revenue up 21% to $42.3B, operating profit up 25% to $9.1B, adjusted EPS up 38% to $6.37, and free cash flow up 24% to $7.7B, alongside total orders up 32% to $66.2B growing backlog to ~$190B. The segments showed robust growth with CES revenue at $33.3B (orders up 35% to $54.4B, backlog ~$170B) and DPT revenue at $10.6B (backlog ~$21B). This proxy statement for the 2026 Annual Meeting proposes director elections, advisory approval of executive compensation, LTIP amendment, ESPP approval, auditor ratification, and addresses two shareholder proposals.
- ·CES revenue 75% from services
- ·Deployed ~1,450 LEAP-1A durability kits since certification
- ·Board changes: Welcomed Wes Bush, Steve Angel stepped down, Ed Garden not standing for reelection
- ·CEO Larry Culp's contract through 2027
- ·TSR 86% vs. S&P 500 Industrials Index 19%
12-03-2026
Weis Markets, Inc. (WMK) filed a DEF 14A proxy statement dated March 12, 2026, for its Annual Meeting on April 30, 2026, proposing the election of five directors (Jonathan H. Weis, Harold G. Graber, Dennis G. Hatchell, Edward J. Lauth III, and Gerrald B. Silverman), ratification of independent auditors for the fiscal year ending December 26, 2026, an advisory vote to approve executive compensation, and an advisory vote on the frequency of such votes (recommending every three years). The record date is March 10, 2026, with 24,744,597 shares of Common Stock outstanding, requiring 12,372,299 shares for quorum. No financial performance metrics or period-over-period changes are disclosed in the filing.
- ·Annual Meeting location: 1000 South Second Street, Sunbury, Pennsylvania 17801, at 10:00 a.m. Eastern Daylight Time
- ·Directors elected by plurality vote with cumulative voting allowed via proxy card only
- ·Proxy materials available at https://www.weismarkets.com/financial.html or https://www.weismarkets.com/investor-relations
12-03-2026
Avanos Medical, Inc. filed its 2026 Proxy Statement for the Annual Meeting on April 21, 2026 (record date February 20, 2026), proposing election of 8 directors (expanding current board from 6 members by adding William P. Burke and James L. Cunniff), ratification of Deloitte & Touche LLP as 2026 auditors, advisory approval of NEO compensation, and amendment to the 2021 Long Term Incentive Plan to enable awards to outside directors without increasing shares authorized. The Board unanimously recommends FOR all proposals. As of March 12, 2026, only 14,181 shares remain available under the existing Outside Directors’ Compensation Plan.
- ·Annual Meeting location: 5405 Windward Parkway, Alpharetta, Georgia 30004 at 9:00 a.m. ET.
- ·Voting deadline by phone/internet: 11:59 p.m. ET on April 20, 2026.
- ·All current directors nominated for re-election; average director age 65; tenure highlights include multiple since 2014.
12-03-2026
PSEG's 2026 definitive proxy statement, filed March 12, 2026, outlines the virtual annual stockholder meeting on April 21, 2026 (record date February 20, 2026), proposing election of 11 board directors, advisory approval of 2025 executive compensation, amendments to eliminate supermajority voting requirements, increase in ESPP shares, and ratification of Deloitte as 2026 independent auditor. The company showcases strong 2025-2026 recognitions including #1 J.D. Power customer satisfaction, multiple ReliabilityOne awards, and Newsweek's Most Responsible Companies. No performance declines or flat metrics are disclosed in the provided content.
- ·Virtual meeting registration: www.virtualshareholdermeeting.com/PEG2026
- ·Proposal submission deadline for 2027 meeting: November 12, 2026
- ·Awards include 2026 America’s Most Responsible Companies (Newsweek/Statista), 2025 #1 J.D. Power residential electric service satisfaction (East large utilities), and ReliabilityOne Outstanding System Resiliency Award
12-03-2026
Glacier Bancorp, Inc. (GBCI) issued its DEF 14A proxy statement dated March 12, 2026, for the Annual Meeting on April 29, 2026, proposing the election of 10 directors, an advisory vote on executive compensation, and ratification of Forvis Mazars, LLP as independent auditors for the fiscal year ending December 31, 2026. As of the record date February 26, 2026, there were approximately 130,107,508 shares of common stock outstanding. Principal shareholders as of December 31, 2025, include BlackRock, Inc. (14,183,609 shares, 10.9%) and The Vanguard Group, Inc. (12,350,033 shares, 9.5%).
- ·Annual Meeting location: The Hilton Garden Inn, 1840 Highway 93 South, Kalispell, Montana, at 9:00 a.m. Mountain Time.
- ·Proxy solicitation deadline: 11:59 p.m. Eastern Time on April 28, 2026.
- ·Subsidiary divisions include Altabank, First State Bank, Bank of the San Juans, and others.
12-03-2026
Zurn Elkay Water Solutions Corp's DEF 14A proxy statement seeks election of three directors—Thomas D. Christopoul, Emma M. McTague, and Peggy N. Troy—for three-year terms expiring in 2029 on a 10-member board with 30% female representation and strong governance features like 100% independent committees and a director age-75 retirement policy. Auditor EY's audit fees rose 3.0% YoY to $1.5M in 2025 from $1.46M in 2024, while tax fees declined 1.6% to $170K. The filing emphasizes board refreshment with 5 new directors since 2019 and diverse skills in finance, operations, and sustainability.
- ·Audit-related fees and all other fees were $0 for both 2025 and 2024.
- ·Board size set between 8 and 15 members; currently 10.
- ·Directors must resign if not receiving majority votes in uncontested elections.
- ·Corporate Governance Guidelines limit director service after age 75 and require resignation offers upon significant employment changes.
12-03-2026
Littelfuse Inc. filed its 2026 Proxy Statement for the virtual Annual Meeting, seeking stockholder approval for the election of eight director nominees (from current nine-member board), advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as independent auditors. Stockholders of record as of February 25, 2026, holding 25,162,113 shares of common stock ($0.01 par value), are eligible to vote by April 21, 2026. Ms. Gayla Delly is not standing for re-election, with Tzau-Jin Chung serving as Lead Independent Director effective November 1, 2025.
- ·Record date: February 25, 2026
- ·Voting deadline: 11:59 PM ET on April 21, 2026
- ·Virtual meeting URL: www.virtualshareholdermeeting.com/LFUS2026
- ·All proposals require majority of votes cast; director election majority except plurality in contested election
- ·Corporate governance includes director resignation policy for non-majority votes
12-03-2026
Silvaco Group, Inc. (SVCO), a provider of TCAD, EDA, and SIP software for semiconductor optimization, is soliciting proxies for its 2026 Annual Meeting of Stockholders on April 22, 2026, via virtual webcast, to elect seven director nominees for one-year terms. The Board highlights strong corporate governance practices, including a majority of independent continuing directors (4 out of 7), lead independent director, and policies like clawback and majority voting. No financial performance metrics are detailed, with focus on board composition, executive officers, and director compensation structures.
- ·Record Date: February 25, 2026
- ·Annual Meeting: April 22, 2026, at 9:00 a.m. Pacific time via www.virtualshareholdermeeting.com/svco2026
- ·IPO completed: May 8, 2024, common stock trading on Nasdaq Global Select Market under ticker SVCO
- ·Headquartered in Santa Clara, California, with global offices in North America, Brazil, Europe, Egypt, China, Japan, Korea, Singapore, Taiwan, and Vietnam
- ·Vote required for director election: Plurality of votes cast
- ·Non-continuing directors referenced (details in full proxy)
12-03-2026
Immersion Corporation's DEF 14A proxy statement solicits votes for its FY2025 Annual Meeting on April 6, 2026 (virtual only), including election of five directors, ratification of BDO USA, P.C. as independent auditors for FY2026, and an advisory vote approving named executive officer compensation. The record date is February 6, 2026, with 32,921,888 shares of common stock outstanding. The company notes its fiscal year end change to April 30, effective September 27, 2024, including a 2024 Transition Period from January 1 to April 30, 2024.
- ·FY2025 Annual Meeting at 10:00 a.m. Eastern Time, virtual only at meetnow.global/MQPQGUK; entry from 9:30 a.m.
- ·Quorum requires majority of outstanding shares present virtually or by proxy.
- ·Election of directors by plurality vote; other proposals by majority of shares present and entitled to vote.
- ·Fiscal year 2025: May 1, 2024 to April 30, 2025.
12-03-2026
NewMarket Corporation's DEF 14A proxy statement outlines the 2026 Annual Meeting of Shareholders on April 23, 2026, seeking votes to elect seven director nominees, including newly appointed Bruce R. Hazelgrove III following Bruce C. Gottwald's retirement on December 9, 2025, ratify PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026, and approve executive compensation on an advisory basis (say-on-pay). As of the record date February 24, 2026, 9,395,455 shares of common stock were outstanding, with each share entitled to one vote. No period-over-period financial performance data or compensation metrics are detailed in the provided filing content.
- ·Annual Meeting details: Thursday, April 23, 2026 at 10:00 a.m. EDT, The Foundry Building, 500 Tredegar St., Richmond, Virginia 23219.
- ·Record date: close of business on February 24, 2026.
- ·Proxy materials available via Internet; paper copies orderable by April 13, 2026.
- ·Bruce R. Hazelgrove, III appointed to Board effective February 26, 2026, and to the Executive Committee.
- ·Voting requirements: majority of votes cast for director elections, ratification of auditor, and say-on-pay; abstentions and broker non-votes generally have no effect.
12-03-2026
Citizens Financial Services, Inc. filed its 2026 Proxy Statement on March 12, 2026, for the annual meeting on April 21, 2026, recommending ratification of S.R. Snodgrass, P.C. as independent auditor for the fiscal year ending December 31, 2026. Total fees for audit and related services declined 14% YoY to $350,679 in 2025 from $408,720 in 2024; however, audit fees increased 1.7% to $316,247 while other fees dropped sharply 80% to $15,840. Directors and executive officers as a group beneficially own 5.5% of common stock (266,092 shares) as of March 2, 2026, with Roger C. Graham, Jr. holding 1.4%.
- ·Several insiders have pledged shares as collateral: Thomas E. Freeman (4,000 of 12,972 shares), Roger C. Graham, Jr. (5,015 of 68,679 shares), Stephen J. Guillaume (1,280 of 4,656 shares), Terry B. Osborne (3,477 of 13,173 shares), John P. Painter II (800 of 2,738 shares).
12-03-2026
Avery Dennison Corporation's 2026 Proxy Statement outlines the virtual Annual Meeting on April 30, 2026, seeking approval for election of 10 directors, advisory vote on executive compensation, ratification of PwC as auditors, and opposition to a stockholder proposal for an independent Board Chairman. In 2025, the company achieved strong capital allocation with $572.3M in share repurchases, $288.4M in dividends, $200.4M capex, and a $390M acquisition of Taylor Adhesives, alongside over $60M in restructuring savings; however, base businesses faced a weaker sales environment requiring productivity actions to protect margins, and Intelligent Labels grew only low-single digits amid tariff-related volume impacts.
- ·Annual Meeting at 12:00 p.m. ET on April 30, 2026, virtually at www.virtualshareholdermeeting.com/AVY2026
- ·Board recommends FOR Proposals 1-3, AGAINST Proposal 4 (independent Board Chairman)
- ·Company segments: Materials Group and Solutions Group
- ·High-value products now ~45% of revenue mix after driving disproportionate growth
12-03-2026
Utz Brands, Inc.'s DEF 14A proxy statement for the April 23, 2026 virtual annual meeting reports FY2025 total Net Sales up 2.1% to $1.44B and Organic Net Sales up 2.4%, with Branded Salty Snacks Organic Net Sales increasing 4.7%. Retail sales grew 2.9% overall, led by Power Four Brands at +5.0%, while household penetration rose 164 basis points to 50.2% and buyer repeat rates increased 80 basis points to 70.2%. Stockholders will vote on electing four Class III directors, an advisory say-on-pay resolution, and ratification of Grant Thornton LLP as auditors for FY ending January 3, 2027.
- ·Annual Meeting: Thursday, April 23, 2026 at 9:00 a.m. ET (virtual only, register at http://register.proxypush.com/utz)
- ·Record date: March 3, 2026
- ·Class III directors elected to serve until 2029 Annual Meeting
- ·FY2025: 52-weeks ended 12/28/2025 (Circana Total US MULO+ w/ convenience data)
12-03-2026
First Hawaiian, Inc. reported strong 2025 financial performance with net interest income growing 6.5% YoY from $622.7M to $663.7M and net income increasing 20.0% YoY from $230.1M to $276.3M, while stockholders’ equity rose 5.7% to $2.77B. The company repurchased $100M in stock, maintained a $0.26 quarterly dividend, and authorized a new $250M repurchase program in January 2026. Community efforts included $2.5M contributed to the First Hawaiian Bank Foundation, which donated $5.6M to 350 organizations, alongside employee contributions of $886K and 22,000 volunteer hours.
- ·2026 Annual Meeting: April 22, 2026 at 8:00 a.m. HST via webcast at https://edge.media-server.com/mmc/p/zi7fkhi9
- ·Record date: February 27, 2026
- ·Proposals: Election of 8 directors, advisory vote on NEO compensation, ratification of Deloitte & Touche LLP as auditors for 2026
- ·Eleventh consecutive 'Outstanding' FDIC Community Reinvestment Act rating
12-03-2026
West Pharmaceutical Services reported 2025 net sales of $3.1B, up 6.3% YoY reported and 4.3% organic, driven by 9% organic growth in Proprietary Products' HVP Components (half of sales), while Standard Products net sales were flat organically. Adjusted diluted EPS increased 8% YoY to $7.29, free cash flow rose 70% to $469M, and the company returned $195M to shareholders; the proxy statement proposes election of 11 directors, advisory approval of NEO compensation, auditor ratification, and opposition to a shareholder proposal for an independent board chair policy.
- ·2026 Annual Meeting scheduled for May 4, 2026 at 9:30 a.m. ET (virtual at www.virtualshareholdermeeting.com/WST2026).
- ·Record date: close of business on February 27, 2026.
- ·33rd consecutive year of dividend increases in 2025.
- ·Contract Manufacturing segment ramping Dublin facility for obesity/diabetes delivery devices and drug-handling in 2026.
- ·Announced agreement in January 2026 to sell SmartDose® 3.5mL.
12-03-2026
Churchill Downs Incorporated (CHDN) filed its DEF 14A proxy statement dated March 12, 2026, for the virtual Annual Meeting on April 21, 2026, at 9:00 a.m. ET, soliciting votes to elect two Class III directors (plurality vote), ratify PricewaterhouseCoopers LLP as independent auditor for fiscal 2026 (majority vote), and approve executive compensation on an advisory basis (majority vote). As of the record date March 2, 2026, 69,696,376 shares of common stock were outstanding, with the Board unanimously recommending 'FOR' all proposals; no financial performance metrics or period comparisons are detailed.
- ·Annual Meeting registration deadline: April 19, 2026 at 5:00 p.m. ET at www.proxydocs.com/CHDN.
- ·Quorum requires majority of outstanding shares present virtually or by proxy.
- ·Abstentions treated as 'against' for Proposals 2 and 3; broker non-votes have no effect on Proposals 1 and 3.
12-03-2026
Fluor Corporation's definitive proxy statement for its 2026 annual meeting seeks approval for electing ten directors (Alan M. Bennett, Rosemary T. Berkery, Charles P. Blankenship Jr., James R. Breuer, Robert G. Card, H. Paulett Eberhart, Lisa Glatch, James T. Hackett, Teri P. McClure, and Matthew K. Rose), an advisory vote on executive compensation, and ratification of Ernst & Young LLP as independent auditors for 2026. The virtual meeting is scheduled for May 6, 2026, at 8:30 a.m. CDT, with a record date of March 9, 2026; David E. Constable and Thomas C. Leppert are retiring, reducing the board to ten members effective May 6, with an incoming independent board chair effective May 5. Governance highlights emphasize strong independence (9 of 10 nominees independent, 100% independent committees) with no material declines or concerns noted.
- ·Annual meeting held virtually at www.virtualshareholdermeeting.com/FLR2026
- ·Proxy materials available at www.proxyvote.com
- ·Directors limited to no more than four total public company boards
- ·Stock ownership guidelines and prohibitions on hedging/pledging in place
- ·Stockholder rights include calling special meetings and proxy access
12-03-2026
NorthWestern Energy Group's DEF 14A proxy statement for the April 30, 2026 virtual annual meeting (record date March 2, 2026) outlines proposals for electing directors, ratifying Deloitte & Touche LLP as 2026 auditors, and an advisory vote on 2025 NEO compensation, amid a pending all-stock merger with Black Hills Corporation announced August 18, 2025, creating a combined utility serving 2.1M customers with $9.8B market cap and $18B enterprise value, accretive to EPS in year one. While 2025 operational reliability reached 99.985% (top quartile) and LTIP awards vested at 103% of target with TSR of 25%, financial performance included a net income decline YoY, flat 1.2% 3-year EPS growth, and ROAE of 7.4%, resulting in annual cash incentives at 80% of target. Shareholder support for 2024 NEO pay was strong at 98.3%.
- ·CEO compensation at-risk portion: 80%; other NEO average: 60%
- ·Peer average CEO to median employee pay ratio for 2024: 41:1 (NWE: 37:1)
- ·Merger closing anticipated in 2026; separate special shareholder meeting on April 2, 2026
- ·New 131-megawatt natural gas facility planned in South Dakota
12-03-2026
Charter Communications, Inc. filed its definitive 2026 Proxy Statement on March 12, 2026, for the annual stockholder meeting on April 21, 2026, proposing the election of 13 directors, an amendment to increase shares available under the 2019 Stock Incentive Plan, an advisory vote approving executive compensation, ratification of KPMG LLP as independent auditors for the year ended December 31, 2026, and a vote against a stockholder proposal on political expenditures reporting. As of the record date February 20, 2026, 141,178,369 Class A common shares (125,667,086 votes) plus Advance/Newhouse Partnership's Class B share (15,511,283 votes) are eligible to vote. No financial performance metrics or period-over-period comparisons are disclosed in the filing.
- ·Board recommends FOR proposals 1-4 (director elections, stock plan amendment, say-on-pay, auditor ratification) and AGAINST proposal 5 (stockholder proposal on political expenditures report).
- ·Meeting location: 7800 Crescent Executive Drive, Conference Room A131, Charlotte, NC 28217.
- ·Proxy materials first mailed on or about March 12, 2026; available at www.proxyvote.com.
12-03-2026
LCNB Corp's DEF 14A proxy statement, filed March 12, 2026, discloses beneficial ownership of Common Shares as of March 2, 2026, with BlackRock, Inc. holding 757,188 shares (5.3%) and all directors and officers as a group owning 805,471 shares (5.67%). Shareholders will vote on electing four Class III directors—William H. Kaufman, Mary E. Bradford, William G. Huddle, and Craig M. Johnson—for terms expiring at the 2029 annual meeting, with the Board currently comprising 11 members across three classes. A non-binding advisory 'Say-on-Pay' vote on named executive officer compensation is also proposed.
- ·BlackRock 13G filed November 8, 2024.
- ·Board classes: Class I (3 members), Class II (4 members), Class III (4 members).
- ·Nominee ages: William H. Kaufman (82), Mary E. Bradford (70), William G. Huddle (70), Craig M. Johnson (70).
12-03-2026
Community Healthcare Trust Incorporated (CHCT) filed its DEF 14A proxy statement on March 12, 2026, for the 2026 Annual Meeting of Stockholders on May 7, 2026, where shareholders will elect six directors for one-year terms expiring in 2027, approve named executive officer compensation on a non-binding advisory basis, vote on the frequency of future say-on-pay votes, and ratify BDO USA, P.C. as independent auditors for 2026. The record date is March 2, 2026, and proxy materials are available at http://investors.chct.reit. No financial performance metrics or compensation amounts are detailed in the filing excerpt.
- ·Annual Meeting location: 3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067
- ·Annual Meeting time: 8:00 a.m. CDT on May 7, 2026
- ·Record date: March 2, 2026
- ·Fiscal year reference: Ended December 31, 2025
12-03-2026
Teledyne Technologies Inc. (TDY) filed a DEF 14A proxy statement on March 12, 2026, detailing executive compensation actually paid (CAP) to Principal Executive Officers (PEOs) and Non-PEO Named Executive Officers (NEOs) across fiscal years including 2022 (2021-01-04 to 2022-01-02), 2023 (2022-01-03 to 2023-01-01 and 2023-01-02 to 2023-12-31), 2024 (2024-01-01 to 2024-12-29), and 2025 (2024-12-30 to 2025-12-28), with XBRL disclosures on equity awards, pension adjustments, and other components but no specific numerical values provided. The filing references the April 28, 2025 announcement of Edwin Roks' departure and George C. Bobb III's appointment as President and CEO, alongside earnings release dates of April 23, 2025 (Q4 FY2024 and FY2024) and July 23, 2025 (Q2 2025). No period-over-period compensation changes or performance metrics are numerically detailed in the content.
- ·Employee stock options granted to George C. Bobb III and Edwin Roks on 2025-04-22.
- ·Multiple PEOs referenced across years: Dr. Mehrabian (FY2022-FY2024), Mr. Pichelli (FY2022), Dr. Roks (FY2024), Mr. Bobb (FY2025).
12-03-2026
TriplePoint Private Venture Credit Inc. (TPVC) filed a definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Stockholders, to be held virtually via conference call on April 30, 2026 at 10:00 a.m. PT. Stockholders of record as of March 4, 2026, are asked to elect two Class I directors—Cynthia M. Fornelli (by common and preferred stockholders voting together) and James P. Labe (by preferred stockholders only), each to serve until the 2029 annual meeting—and to ratify Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board unanimously recommends voting 'FOR' all proposals, with 23,689,363 common shares and 525 preferred shares outstanding as of the record date.
- ·Annual Meeting dial-in: toll-free (888) 788-0099, requiring meeting ID, passcode, and Control Number from proxy card.
- ·Materials mailed on or about March 12, 2026, including 2025 Form 10-K for year ended December 31, 2025.
- ·Company address: 2755 Sand Hill Road, Suite 150, Menlo Park, California 94025; Phone: (650) 854-2090.
12-03-2026
Park Hotels & Resorts Inc. highlighted strong 2025 performance in its proxy statement, including exiting 5 Non-Core hotels for $120M in gross proceeds, investing nearly $300M in capital improvements, ending the year with $2.0B in liquidity, and returning $245M to stockholders through $45M in repurchases and $200M in dividends. The Core portfolio (excluding one renovating hotel) achieved RevPAR growth outperforming Non-Core hotels by 480 basis points. As of February 27, 2026, the portfolio comprises 34 premium-branded hotels and resorts with approximately 23,000 rooms.
- ·Company spun off from Hilton Worldwide Holdings Inc. in 2017.
- ·Fiscal year 2025 ended December 31, 2025.
- ·Two Hilton San Francisco Hotels placed into receivership in October 2023 and sold in November 2025 (included in exited hotels).
12-03-2026
Amrize Ltd's DEF 14A proxy statement for the 2026 Annual General Meeting seeks shareholder approval of the FY2025 Annual Report, including consolidated and statutory financial statements under U.S. GAAP, advisory votes on executive compensation ('Say on Pay'), the Swiss Statutory Remuneration Report, and Non-Financial Matters Report. Key proposals include special and regular distributions from legal reserves totaling up to $0.88 per outstanding share ($0.44 special + up to $0.44 regular in four installments), discharge of Board and Executive Management, re-elections and new elections to the Board and Compensation Committee, and maximum aggregate compensation approvals for Board (2026-2027) and Executive Management (FY2027). No comparative financial performance metrics or declines are disclosed in the filing.
- ·Initial Record Date: February 24, 2026, 11:59 PM ET
- ·Second Record Date: April 6, 2026, 11:59 PM EDT
- ·2025 Form 10-K filed February 18, 2026
- ·Organizational regulations dated June 23, 2025
- ·Ernst & Young AG issued unqualified opinion on FY2025 financial statements
12-03-2026
Getty Realty Corp's 2026 Proxy Statement (DEF 14A filed March 12, 2026) details 2025 achievements justifying executive compensation, including $269.0M in investments across 73 properties, completion of two redevelopment projects, 99.7% portfolio occupancy, ~100% rent collection, and AFFO per share growth of 3.8% with a 3.2% dividend increase to $1.90 per share. Capital activities included selling 13 properties for $18.3M gross proceeds, reducing environmental liability by $5.0M, refinancing a $450.0M credit facility maturing January 2029, settling $135.0M in forward equity, entering new forwards for $42.0M on 1.5M shares, and issuing $250.0M senior notes at 5.76% due January 2036. The program received 95.63% stockholder approval in 2025.
- ·Base salary increases for 2026 effective April 1, approximately 3.1% for each NEO.
- ·No compensation consultant engaged in 2025; decisions based on Company/individual performance without peer benchmarking.
- ·Equity incentive awards under the 2004 Plan.
12-03-2026
Metallus Inc.'s DEF 14A proxy statement for the April 30, 2026 virtual annual meeting seeks shareholder approval for electing three independent directors (Nicholas J. Chirekos, Randall H. Edwards, Randall A. Wotring), ratifying Ernst & Young LLP as auditor for FY 2026, and advisory approval of NEO compensation. 2025 performance showed a full-year net loss of $1.2M due in part to a $6.6M benefit plan remeasurement loss (improved from $10.3M in 2024 and $40.6M in 2023), but adjusted EBITDA reached $75.6M with $13.1M in share repurchases, $157M cash, and $389M total liquidity as of December 31, 2025. The company highlighted sustainability progress including zero serious injuries, ISO 14001 certifications, and 930 thousand tons of recycled scrap melted, while pursuing 2030 environmental reduction goals.
- ·Annual meeting record date: February 27, 2026.
- ·Directors independent with committee roles: Chirekos (Audit), Edwards (Compensation, Nominating & Corporate Governance), Wotring (Compensation, Nominating & Corporate Governance).
- ·ISO 14001 certifications renewed for all domestic facilities in 2025.
- ·GHG emissions less than half global industry average.
- ·Plans to submit science-based GHG target for validation in 2026 per GSCC Steel Climate Standard.
12-03-2026
Snap-on Incorporated's DEF 14A proxy statement for the 2026 Annual Meeting of Shareholders, scheduled for April 30, 2026, at 10:00 a.m. CT in Kenosha, Wisconsin, seeks to elect 10 directors for one-year terms, ratify Deloitte & Touche LLP as the independent auditor for fiscal 2026, and conduct an advisory vote approving named executive officer compensation. Shareholders of record as of March 2, 2026, holding 52,057,343 shares of common stock, are eligible to vote; the Board recommends FOR all proposals with no notable performance metrics or changes highlighted.
- ·Annual Meeting webcast available live on April 30, 2026, via www.snapon.com/EN/Investors/Investor-Events; archived for at least 90 days.
- ·Voting methods: internet (www.investorvote.com/sna), telephone (1-800-652-8683), mail, or in person.
- ·Proxies authorized: Nicholas T. Pinchuk and Richard T. Miller.
12-03-2026
AGCO Corporation's definitive proxy statement for the April 23, 2026 Annual Meeting seeks stockholder approval to elect nine directors (including new appointee James C. Collins Jr.), a non-binding advisory vote on 2025 NEO compensation, ratification of KPMG LLP as 2026 auditors, and opposes a stockholder proposal on special meetings. The Board emphasizes governance enhancements like annual elections, board refresh with five new independents since 2021, and a five-year term limit for key roles. KPMG fees declined significantly YoY from $11.0M total in 2024 to $7.4M in 2025, primarily in audit services.
- ·Record date: February 25, 2026; Meeting quorum requires majority of 72.4M outstanding shares.
- ·Average board tenure approximately 5 years as of February 25, 2026.
- ·Proxy solicitation costs borne by Company; potential outside firm up to $25,000.
- ·Majority voting for uncontested director elections; nominees must receive majority affirmative votes or tender resignation.
12-03-2026
Pfizer's 2026 proxy statement highlights 2025 total revenues of $62.6B, reflecting a 2% YoY operational decline from $63.6B, while revenues excluding COVID-19 products grew 6% operationally. The company advanced cost savings with $600M realized by year-end 2025 toward a $5.7B target by end-2026, returned $9.8B to shareholders via dividends, and invested $10.4B in R&D and $8.8B in business development including the Metsera acquisition. Strategic initiatives like Accord for a Healthier World reached nearly 800,000 patients, a fourfold increase YoY.
- ·Cost realignment program first phase manufacturing optimization on track for $1.5B net savings by end-2027.
- ·Pfizer operates 13 U.S. manufacturing facilities, producing 45B doses of 500+ medicines/vaccines for 200 countries/territories annually.
12-03-2026
UMB Financial Corporation's DEF 14A proxy statement, dated March 12, 2026, solicits votes for the virtual 2026 annual shareholder meeting on April 28, 2026, including election of 14 directors for terms ending in 2027, an advisory say-on-pay vote on 2025 named executive officer compensation, ratification of KPMG LLP as independent auditors for 2026, and approval of the Amended and Restated Omnibus Incentive Compensation Plan. As of the February 27, 2026 record date, 76,136,588 shares of $1.00 par value common stock were outstanding and eligible to vote. The filing discloses corporate governance practices, 2025 director and executive compensation details (via tables including Summary Compensation Table and Pay vs. Performance), and no material related-party transactions since January 1, 2025.
- ·Virtual annual meeting at 9:00 a.m. CDT; access via www.meetnow.global/MGTKNHR.
- ·Beneficial owners must register legal proxy by April 22, 2026, 5:00 p.m. ET for participation.
- ·No delinquent Section 16 reports noted.
- ·No material related-party transactions since January 1, 2025.
12-03-2026
Nexentis Technologies Inc. (Nasdaq: NXTS) is seeking shareholder approval via proxy statement for one or more reverse stock splits (1-for-2 to 1-for-500) to address Nasdaq minimum bid price non-compliance, as closing prices fell below $1.00 on multiple days in February and March 2026, following a prior 1-for-35 split in September 2025. Beneficial ownership as of March 10, 2026 (5.11M shares outstanding) shows major holders including SciSparc Ltd. (9.60%), Dr. Alon Silberman (9.32%), and L.I.A. Pure Capital Ltd. (6.19%), while directors and executives hold 6.52% in aggregate. Delisting risk persists without action, potentially harming liquidity and financing.
- ·Previous reverse stock split at 1-for-35 ratio filed September 3, 2025, effective for Nasdaq September 22, 2025.
- ·Nasdaq Listing Rule 5810(c)(3)(A)(iv) amended January 17, 2025, denying compliance period if reverse split in prior year.
- ·Closing bid price below $1.00 on Feb 11-24, 2026; Feb 27-Mar 6, 2026; Mar 10-11, 2026.
- ·Board discretion to effect split(s) up to 1-for-500 or abandon if not in best interest.
12-03-2026
Stock Yards Bancorp, Inc. (SYBT) filed its DEF 14A Proxy Statement for the 2026 Annual Meeting on April 23, 2026 (virtual at 10:00 a.m. ET), with a record date of February 27, 2026, seeking shareholder approval for electing 9 directors, ratifying BDO USA, P.C. as independent auditor for 2026, and an advisory vote on executive compensation. The statement includes corporate governance details, director nominees, and executive compensation disclosures for 2025 (including PEO and Non-PEO NEOs with equity and pension adjustments across 2021-2025), with no period-over-period financial performance metrics reported. As of the record date, 29,511,958 shares of common stock were outstanding.
- ·Voting deadline: 11:59 p.m. ET on April 22, 2026 for internet/phone votes
- ·Proxy materials available electronically at www.proxyvote.com and https://stockyardsbancorp.q4ir.com
- ·Includes Pay Versus Performance Disclosure and CEO Pay Ratio for 2025
12-03-2026
DTE Energy Company's 2026 proxy statement for the virtual annual shareholder meeting on May 7, 2026, seeks approval to elect 13 directors, ratify PricewaterhouseCoopers LLP as auditors, and an advisory vote on executive compensation. 2025 operational highlights include trimming 6,600 miles of trees and reducing storm outage times by 67% from 2024 and 90% from 2023, replacing over 180 miles of aging pipelines, bringing Pine River and Polaris Solar Parks online to power 43,000 homes, and signing a hyperscale data center contract—the largest economic initiative in Michigan history—without increasing customer rates. The company employs nearly 10,000 staff, earning Gallup’s Exceptional Workplace award for the 13th year with zero high energy serious injuries.
- ·Record date: March 10, 2026
- ·Proxy materials mailed on or about March 23, 2026
12-03-2026
Art's Way Manufacturing Co Inc (ARTW) filed a DEF 14A proxy statement for its 2026 Annual Meeting on April 21, 2026 (record date March 5, 2026), seeking approval for electing five directors, ratifying Eide Bailly LLP as independent auditors for fiscal year ending November 30, 2026, amending the 2020 Equity Incentive Plan to increase reserved shares by 500,000, and advisory approval of named executive officer compensation. With 5,184,084 shares outstanding, a quorum requires at least 2,591,043 shares; the Board recommends FOR all proposals. No financial performance metrics or period-over-period comparisons are detailed in the filing.
- ·Annual Meeting location: 5556 Highway 9, Armstrong, Iowa, 50514-0288; teleconference access: 1-866-895-5510, passcode 409589.
- ·No cumulative voting rights for director election; plurality vote for nominees.
- ·Advisory vote on NEO compensation is non-binding.
12-03-2026
JELD-WEN Holding, Inc.'s 2026 Proxy Statement outlines proposals for the Annual Meeting including election of 10 directors (40% women, average age 64, average tenure 6 years), advisory approval of NEO compensation (featuring base salary, annual incentives, long-term equity with no hedging, repricing, or excessive perks), ratification of PricewaterhouseCoopers LLP as auditor, and approval of the 2026 Omnibus Equity Plan. The board nominees include CEO William J. Christensen and 9 independents with diverse experience in finance, operations, and industry. No financial performance declines or flats are disclosed in the summary, as this is a governance-focused filing.
- ·Record date for voting: February 23, 2026
- ·Average board age: 64 years
- ·Average board tenure: 6 years
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