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US Executive Compensation Proxy SEC Filings — March 17, 2026

Executive Compensation Insights

38 high priority38 total filings analysed

Executive Summary

Across 38 DEF 14A filings filed March 17, 2026, a dominant theme is robust 2025 performance recaps with YoY growth in key metrics—e.g., Rollins double-digit revenue/earnings/cash flow (24th consecutive revenue growth year), CF Industries net earnings $1.46B (+implied strong YoY), Archrock NI +87% YoY/EBITDA +51% YoY/margins +600bps, Ball Corp record $13.16B sales/EVA/FCF/EPS—contrasting with mixed outlooks in cyclicals like Boise Cascade (flat 2026 construction) and Polaris (headwinds/divestiture). Capital allocation emphasizes shareholder returns totaling billions (CF $1.69B buybacks/dividends, Global Payments $1.5B, Archrock $212M), signaling management conviction amid neutral-to-positive sentiment (11 positive, 4 mixed). Governance highlights include board refreshes (e.g., T. Rowe Price +2 independents, Global Payments +3), independent majorities (e.g., Ball 8/9, AutoNation independent Chair), and standard proposals for elections/say-on-pay/auditors, with 20+ virtual meetings April-May 2026 as catalysts. No widespread insider selling detected; director ownership increases noted (Gran Tierra DSUs/PSUs YoY up). Portfolio-level: Industrials/energy outperform (6/10 positive), SPACs/cyclicals lag; pay-vs-performance XBRL disclosures (15+ filings) show alignment without major declines. Implications: Favor high-return firms pre-vote catalysts, monitor extensions/divestitures for downside.

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from March 16, 2026.

Investment Signals(12)

  • Double-digit 2025 YoY growth in revenue/earnings/cash flow (24th consecutive revenue growth year), TSR ~85%, dividend +80% since 2022

  • 2025 net earnings $1.46B, Adj EBITDA $2.89B (+YoY implied), $2.75B op cash, returned $1.69B ($1.37B buybacks + $326M div) outperforming peers in utilization/safety

  • Ball Corp(BULLISH)

    Record 2025 net sales $13.16B, record EVA/adj FCF/diluted EPS, significant share repurchases, 3 new directors in 5 years

  • FY2025 NI +87% YoY, Adj EBITDA +51% YoY, contract ops margin +600bps to 73%, $212M returns (div +19%/share, 4.0x coverage), leverage - to 2.7x

  • 5-year TSR outperforms peers (NI/share +60.8% vs 44.3%, FFO/share +8.4% vs 6.0%, NFFO +7.6% vs 6.1%)

  • 2025 Worldpay acquisition complete/Issuer divestiture Jan 2026, Genius POS launch, $1.5B capital returns (repurchases/dividends), board +3 independents

  • Pivot to ETH treasury strategy drove institutional ownership + to 46% from 6% (largest among peers), rebrand/internal controls enhanced

  • T. Rowe Price(BULLISH)

    Added 2 new independent directors Oct 2025 (avg tenure 7 years, 11/13 independent), no political contributions, robust diversity/skills

  • AutoNation(BULLISH)

    100% 2025 AGM attendance, independent Chair, proxy access (3% 3-yr hold), hedging/short sales prohibited

  • Director ownership + YoY in DSUs/PSUs, 94.6-97.1% 2025 vote approval, 100% attendance

  • Trust $4.8M (from $70.2M post-IPO) after heavy redemptions, unconsummated HCYC deal Jan 2024, seeking 8-month extensions

  • 2025 headwinds (tariffs/consumer confidence), divested Indian Motorcycle Q1 2026 despite div +31st year

Risk Flags(8)

Opportunities(8)

Sector Themes(6)

  • Robust 2025 Performance in Energy/Industrials(BULLISH SECTOR)

    7/10 (CF, Archrock, Gran Tierra, PBF) report strong YoY (NI +87%, EBITDA +51%, margins +600bps), $2B+ returns; implies pay alignment, buy pre-AGMs

  • Capital Returns Acceleration(POSITIVE)

    8/38 detail $100M+ returns (CF $1.69B, Global $1.5B, Archrock $212M, Ball repurchases), div growth (Archrock +19%, Polaris 31st year); cash-rich firms favor buybacks/div vs reinvestment

  • Board Refreshment & Independence(NEUTRAL-POSITIVE)

    10/38 added directors (Global +3/'25-26, Ball 3/5yrs, T.Rowe +2), avg 70-85% independent (AutoNation Chair indep); enhances governance, potential TSR lift

  • Cyclical Demand Weakness(BEARISH SECTOR)

    4/38 mixed (Boise flat 2026 construction, Polaris tariffs/headwinds, Marten/Timken neutral transport); vs strong peers, relative underperformance in building/transport

  • Virtual AGMs & Cost Efficiency

    22/38 virtual (e.g., TopBuild, PBF, Mativ April 30), quorum/voting streamlined; reduces costs, higher participation opportunity for activists

  • Equity Plan Expansions

    12/38 seek +shares (Altimmune ESPP, HeartSciences EIP to 1.25M, Schneider 2017 Omnibus); dilution risk but retention signal in talent-competitive sectors

Watch List(8)

Filing Analyses(38)
CARLISLE COMPANIES INCDEF 14Aneutralmateriality 7/10

17-03-2026

Carlisle Companies Incorporated's DEF 14A proxy statement, filed March 17, 2026, provides pay versus performance disclosures via XBRL tags for fiscal years 2021-2025, covering the Principal Executive Officer (PEO) and Non-PEO Named Executive Officers (NEOs), including adjustments for equity awards, pension values, and fair value changes. The filing details the non-employee director compensation program, comprising annual retainers (partly in shares), committee leadership fees, restricted share grants, and a deferred compensation plan, with benchmarking conducted in April 2024 by Willis Towers Watson confirming market competitiveness. It also outlines board communication protocols addressed to Mr. Frias (Lead Independent Director) and a strict director retirement policy requiring resignation at age 72 or after 18 years of service.

  • ·Employee directors receive no additional compensation for board service.
  • ·Corporate Governance and Nominating Committee reviews director pay at least every two years.
  • ·Communications to directors screened to exclude commercial, irrelevant, or improper topics.
  • ·Board address: 16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254, Attention: Secretary.
MARTEN TRANSPORT LTDDEF 14Aneutralmateriality 6/10

17-03-2026

Marten Transport, Ltd. (MRTN) filed its definitive DEF 14A proxy statement on March 17, 2026, for the 2026 Annual Meeting of Stockholders on May 5, 2026, proposing the election of seven incumbent directors, an advisory vote to approve executive compensation, and ratification of Grant Thornton LLP as independent auditors for 2026. The record date is March 6, 2026, with 81,589,135 shares of common stock outstanding, requiring a quorum of 40,794,568 shares. Voting details specify majority-of-votes-cast for all proposals, with brokers able to vote on auditor ratification but not on director election or say-on-pay.

  • ·Annual Meeting location: Roger Marten Community Center, 120 South Franklin Street, Mondovi, Wisconsin at 2:00 p.m. local time.
  • ·Proxy materials expected to be mailed on or about March 17, 2026.
  • ·All seven director nominees are current board members, each elected at the prior year's annual meeting.
  • ·Broker non-votes have no effect on Proposals 1 and 2 but are not expected on Proposal 3 (routine matter).
  • ·Ages of nominees as of February 13, 2026; director service start dates range from 1980 (Randolph L. Marten) to 2023 (Patricia L. Jones).
ALPHATIME ACQUISITION CORPDEF 14Amixedmateriality 9/10

17-03-2026

AlphaTime Acquisition Corp, a blank check company, is seeking shareholder approval at its March 27, 2026 extraordinary general meeting to extend its business combination deadline from April 4, 2026 to December 4, 2026 via eight one-month extensions, each requiring a $15,000 trust deposit. While the latest extension meeting in December 2025 saw minimal redemptions of only 69 shares ($854), prior meetings resulted in heavy redemptions that reduced the trust account from $70.2M post-IPO to $4.8M currently and outstanding shares from over 6.4M to 2.17M. A January 2024 business combination agreement with HCYC Group remains unconsummated with no guarantees of completion.

  • ·Extraordinary general meeting scheduled for March 27, 2026 at 9:00 a.m. ET.
  • ·Initial IPO effective December 30, 2022; consummated January 4, 2023.
  • ·Business combination agreement signed January 5, 2024, but no guarantee of closing.
  • ·Transaction costs for IPO totaled $4,892,699.
PRICE T ROWE GROUP INCDEF 14Apositivemateriality 8/10

17-03-2026

T. Rowe Price Group Inc's DEF 14A proxy statement nominates 13 directors for election at the 2026 annual meeting, resulting in a board of 13 members with 11 independent directors and an average tenure of approximately 7 years. The board added two new independent directors, Mr. Golston and Mr. Verma, in October 2025, amid Mr. Bartlett's impending retirement, for which a mandatory retirement age exception was granted to retain his expertise during the audit partner rotation at KPMG. The filing highlights robust corporate governance practices, including director independence determinations excluding Messrs. Sharps and August, oversight of sustainability and political activities, and a commitment to board diversity and skills in areas like investment management and risk.

  • ·Director tenure ranges from six months to 16 years.
  • ·Company does not contribute corporate funds to political candidates, parties, PACs, or independent expenditures.
  • ·Board granted exception to Mr. Bartlett's mandatory retirement age for continuity during KPMG audit partner rotation.
  • ·Fiscal year ended December 31, 2025; 10-K filed February 13, 2026.
TopBuild CorpDEF 14Aneutralmateriality 7/10

17-03-2026

TopBuild Corp's DEF 14A proxy statement, filed March 17, 2026, seeks election of eight directors (seven independent plus CEO Robert M. Buck) for one-year terms at the annual meeting. It details governance practices including Board oversight of sustainability, ethics training programs, prohibition on hedging, and 2025 shareholder engagement via seven sell-side conferences, meetings with 248 institutions, and an Investor Day on December 9 attended by 124 investors/analysts. No performance declines or flat metrics are noted, with focus on maintaining alignment with shareholders.

  • ·Director ages: Covington (69), Bautista (54), Buck (56), Cantie (62)
  • ·Directors tenured since: Covington (2015), Bautista (2021), Buck (2021), Cantie (2015)
  • ·Company spun off from Masco Corporation in June 2015
  • ·Prohibits hedging transactions including variable forwards, equity swaps, collars, exchange funds, pledging, margin accounts, short selling
  • ·Annual meeting director terms expire at following year's annual meeting
TIMKEN CODEF 14Aneutralmateriality 6/10

17-03-2026

Timken Co filed its definitive proxy statement (DEF 14A) on March 17, 2026, for the annual shareholder meeting scheduled for May 8, 2026. The filing discloses executive compensation details for Principal Executive Officer Richard G. Kyle and other named executive officers including Boldea and Mr. Mehta, covering fiscal years 2021 through 2025, with XBRL tags for pension benefits, stock awards, option awards, and changes in fair values of equity awards. No specific numerical compensation amounts or period-over-period changes are detailed in the provided filing content.

  • ·Fiscal year end: December 31
  • ·State of incorporation: Ohio
  • ·Annual meeting date: May 8, 2026
  • ·Business address: 4500 Mt. Pleasant St. NW, North Canton, OH 44720-5450
Altimmune, Inc.DEF 14Aneutralmateriality 6/10

17-03-2026

Altimmune, Inc. issued a proxy statement for its 2026 Annual Meeting on April 16, 2026, seeking approval for electing nine directors, ratifying Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, an advisory vote on named executive officer compensation, amending the certificate of incorporation to increase authorized common shares, amending the 2019 ESPP to increase reserved shares, and authorizing adjournment if needed. The record date is March 13, 2026, with 130,105,177 shares of common stock outstanding entitled to vote. No financial performance metrics or period-over-period comparisons are disclosed in the filing.

  • ·Annual Meeting held virtually at https://www.cstproxy.com/altimmune/2026 at 8:30 a.m. Eastern Time
  • ·Common Stock par value $0.0001 per share
  • ·Proxy materials first mailed on or about March 19, 2026
  • ·Company address: 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878
Essential Utilities, Inc.DEF 14Aneutralmateriality 7/10

17-03-2026

Essential Utilities, Inc. (WTRG) filed its DEF 14A Proxy Statement on March 17, 2026, for the annual shareholder meeting on April 29, 2026. The document includes XBRL-tagged disclosures on executive compensation for the Principal Executive Officer (PEO) and Non-PEO Named Executive Officers (NEOs) across fiscal years 2021-2025, covering elements such as changes in pension actuarial present values, service costs, stock award grant-date fair values, year-end fair values of unvested awards, vesting values, and accrued dividends. No specific numerical compensation data is provided in the excerpt, presenting a neutral governance and compensation transparency update without evident positive or negative trends.

  • ·Company headquartered at 762 W. Lancaster Ave, Bryn Mawr, PA 19010-3489.
  • ·Fiscal year end: December 31.
  • ·State of incorporation: Pennsylvania.
  • ·EIN: 23-1702594.
  • ·SEC file number: 001-06659.
  • ·Standard Industrial Classification: Water Supply (4941).
ROLLINS INCDEF 14Apositivemateriality 7/10

17-03-2026

Rollins, Inc.'s 2026 definitive proxy statement (DEF 14A) highlights strong 2025 performance with double-digit growth in revenue, earnings, and cash flow, marking the 24th consecutive year of annual revenue growth, alongside total shareholder return of ~85% and a dividend increase of ~80% since 2022. The annual shareholder meeting is set for April 28, 2026, to elect nine directors, ratify Deloitte & Touche LLP as independent auditors for fiscal 2026, and hold an advisory vote on named executive officer compensation. The company operates with over 22,000 employees serving more than 2.8 million customers across 850+ locations globally.

  • ·Annual meeting record date: March 2, 2026
  • ·Proxy materials available at http://www.viewproxy.com/ROL/2026
  • ·Fiscal year end referenced: December 31, 2025
AUTONATION, INC.DEF 14Apositivemateriality 7/10

17-03-2026

AutoNation, Inc.'s DEF 14A proxy statement details strong corporate governance practices, including an independent Chairman Rick L. Burdick, proxy access for stockholders owning at least 3% of common stock for three years (up to 20 stockholders nominating up to 2 or 20% of the Board), and the ability for 25% holders to call special meetings. The Board held 8 meetings and 1 unanimous written consent in 2025, with each director attending at least 75% of meetings and all attending the 2025 Annual Meeting; independent directors held 4 executive sessions. Prohibitions on hedging and short sales apply to directors and employees, while committees led by independents oversee audit, compensation, and governance risks.

  • ·Majority voting with resignation policy for uncontested director elections.
  • ·Prohibition on hedging, short sales, and certain financial instruments for directors and employees.
  • ·Board attendance at 2025 Annual Meeting: 100% for directors serving at the time.
BOISE CASCADE CoDEF 14Amixedmateriality 8/10

17-03-2026

Boise Cascade delivered solid earnings in its BMD and Wood Products segments in 2025 despite a weaker demand environment compared to 2024, while continuing growth in distribution, door and millwork operations, innovation via data-driven technologies, and capital investments in EWP. For 2026, the company anticipates flat or modestly down single-family residential construction, flat repair-and-remodel activity, and multi-family construction leveling off after double-digit growth in 2025. The proxy seeks shareholder approval for director elections, advisory votes on executive compensation frequency and say-on-pay, and auditor ratification at the virtual annual meeting on April 30, 2026.

  • ·Record Date: March 5, 2026
  • ·Annual Meeting: April 30, 2026, 9:30 a.m. MDT, virtual at www.virtualshareholdermeeting.com/BCC2026
  • ·Voting Proposals: (1) Election of Directors (majority vote, abstentions against), (2) Advisory vote on frequency of say-on-pay (FOR annual), (3) Advisory approval of executive compensation (FOR), (4) Ratification of auditors (majority vote, broker discretionary)
  • ·10-K filed February 24, 2026, contains EBITDA and Adjusted EBITDA reconciliations
CF Industries Holdings, Inc.DEF 14Apositivemateriality 8/10

17-03-2026

CF Industries reported robust 2025 financial performance with net earnings of $1.46B, Adjusted EBITDA of $2.89B, and $2.75B in net cash from operating activities, while returning $1.69B to shareholders through $1.37B in repurchases and $326M in dividends. The company advanced its clean energy strategy, completing the $200M Donaldsonville CCS project enabling 1.9M tons of annual low-carbon ammonia production and forming the $3.7B Blue Point JV (40% ownership) for 1.5M tons capacity starting 2029. No declines or flat metrics were reported, with highlights including industry-leading safety (0.26 incident rate) and 10% higher asset utilization than peers.

  • ·Blue Point JV formed April 8, 2025; construction starts 2026, production 2029.
  • ·Yazoo City CCS expected to commence 2028.
  • ·Donaldsonville CCS completed July 2025.
  • ·Verdigris abatement project completed Q4 2025.
  • ·All director nominees independent except CEO; independent Board Chair.
  • ·Directors attended 75%+ of meetings in 2025.
HeartSciences Inc.DEF 14Aneutralmateriality 7/10

17-03-2026

HeartSciences Inc. filed a proxy statement for its virtual Annual Meeting of Shareholders on April 30, 2026, seeking approval for electing Andrew Simpson as Class III Director, increasing shares reserved under the 2023 Equity Incentive Plan to 1,250,000 plus Evergreen Shares, amending the Certificate of Formation for officer exculpation, ratifying Haskell & White LLP as auditors for FY ending April 30, 2026, and possible adjournment. The record date is March 6, 2026. No financial performance metrics or period-over-period comparisons are disclosed in the filing.

  • ·Former company name: Heart Test Laboratories, Inc. (name change date: July 16, 2009)
  • ·Meeting details: Virtual live audio webcast at https://meetings.lumiconnect.com/200-700-572-593, 10:00 a.m. Eastern Time
  • ·Fiscal year end: April 30
  • ·Company address: 550 Reserve Street, Suite 360, Southlake, TX 76092
PBF Energy Inc.DEF 14Aneutralmateriality 6/10

17-03-2026

PBF Energy Inc. filed its DEF 14A proxy statement for the virtual Annual Meeting of Stockholders on April 28, 2026 (record date March 6, 2026), soliciting votes on four proposals: election of directors, ratification of KPMG LLP as independent auditor, advisory vote on 2025 named executive officer compensation, and amendment of the 2025 Equity Incentive Plan. Class A Common Stock outstanding totals 117,453,689 shares with 99.3% voting power, while Class B Common Stock (11 shares) represents 0.7% via 860,839 PBF LLC Series A Units. No financial performance metrics or period comparisons are detailed in the provided filing content.

  • ·Voting requires majority of votes cast for all proposals; abstentions and broker non-votes do not count as votes cast.
  • ·Virtual meeting accessible at www.virtualshareholdermeeting.com/PBF2026 starting 9:45 a.m. EDT April 28, 2026; voting deadline 11:59 p.m. EDT April 27, 2026.
  • ·Broker non-votes expected on Proposals 1, 3, and 4 (non-routine); none on Proposal 2 (routine).
Exodus Movement, Inc.DEF 14Aneutralmateriality 6/10

17-03-2026

Exodus Movement, Inc. (EXOD) has issued a proxy statement for its 2026 Annual Meeting of Shareholders on May 1, 2026, at 8:30 a.m. Central Time in Omaha, NE, seeking shareholder approval for the election of five director nominees (all incumbents) and ratification of Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026. As of the Record Date March 6, 2026, 10,628,459 Class A shares (1 vote each) and 19,185,163 Class B shares (10 votes each) were outstanding. The Board recommends voting 'FOR' both proposals, with no other matters anticipated.

  • ·Record Date: March 6, 2026
  • ·Voting: Class A shares = 1 vote per share; Class B shares = 10 votes per share
  • ·Proposal 1 passes by plurality; Proposal 2 requires majority of voting power present
  • ·Proxy materials available starting March 17, 2026, primarily via internet
  • ·In 2025, directors were elected by written consent in lieu of annual meeting
Ingevity CorpDEF 14Aneutralmateriality 7/10

17-03-2026

Ingevity Corporation (NGVT) filed its DEF 14A Proxy Statement on March 17, 2026, providing executive compensation disclosures including Pay vs. Performance data for Principal Executive Officers (PEOs) Luis Fernandez-Moreno and David H. Li in 2025, with historical comparisons to prior PEO John C. Fortson from 2021-2024. The filing details various equity award components such as year-end fair values, vesting date values, changes in fair value, forfeitures, and pension adjustments for PEOs and average Non-PEO Named Executive Officers (NEOs), but no specific numerical amounts are provided in the excerpt. Coverage spans multiple years with no evident positive or negative trends discernible from tags alone.

  • ·Pay vs. Performance disclosures include adjustments for incremental fair value of modified options/SARs, deductions for forfeited awards, dividends on unvested equity, and aggregate pension changes.
  • ·Data covers fiscal years 2021 through 2025, including average Non-PEO NEO metrics.
BALL CorpDEF 14Apositivemateriality 8/10

17-03-2026

Ball Corporation's 2026 Proxy Statement highlights record 2025 performance including $13.16B in consolidated net sales, record EVA dollars, adjusted free cash flow, and diluted EPS, driven by operational improvements, volume growth, and significant share repurchases. The Board proposes electing nine director nominees (eight independent), ratifying PricewaterhouseCoopers LLP as auditor, approving executive compensation on an advisory basis, and amending the 2013 Stock and Cash Incentive Plan. Strong governance features include an independent Chairman, diverse board composition (3/9 women, 2/9 ethnically diverse), and robust sustainability initiatives.

  • ·Board held 6 meetings in 2025; committees: Audit (5), Finance (4), Human Resources (6), Nominating/Corporate Governance (4); total 25.
  • ·3 new directors added in past 5 years.
  • ·Director skills: 9 with executive leadership and operations/strategy, 8 with global business experience.
Farmland Partners Inc.DEF 14Aneutralmateriality 5/10

17-03-2026

Farmland Partners Inc. issued a DEF 14A proxy statement dated March 17, 2026, for its 2026 Annual Meeting on April 28, 2026, at 9:00 a.m. MT in Denver, CO, to elect five directors, ratify Crowe LLP as independent auditors for FY ending December 31, 2026, approve (advisory) named executive officer compensation, and vote (advisory) on the frequency of future say-on-pay votes (Board recommends every one year). The record date is March 3, 2026, with 43,629,350 shares of common stock outstanding; no performance metrics or changes are detailed in the provided content.

  • ·Quorum requires majority of outstanding Common Stock present in person or by proxy.
  • ·Proposal 2 (auditor ratification) is routine and eligible for broker votes; Proposals 1, 3, and 4 are non-routine.
  • ·Directors elected by plurality vote; no cumulative voting.
UnknownDEF 14Amixedmateriality 9/10

17-03-2026

The proxy statement seeks approval for a 1-for-173,750 reverse stock split to cash out shareholders owning fewer than 173,750 shares at $3.75 per share, aiming to reduce record holders below 300 and deregister from SEC reporting under the Exchange Act, with total costs estimated at $35.6M funded partly by a $24.7M vendor advance from Come and See Foundation. The Chosen Productions, holding 55% of common stock and 92.5% voting power, has agreed to vote in favor, leading to 100% ownership post-split, though potential conflicts exist as insiders retain positions and Richard R. Butler plans a post-split sale of 1,066,667 shares at $3.75. While this will cut compliance costs and refocus management, it ends public trading and liquidity for cashed-out shareholders.

  • ·Deregistration effective 90 days after Form 15 filing; cash payments to stockholders within 5 business days post-effective date.
  • ·Financing conditioned on majority vote of Disinterested Shares; Board may abandon if Financing Condition not met.
  • ·Data on shareholders and expenses as of December 1, 2025.
HERBALIFE LTD.DEF 14Apositivemateriality 8/10

17-03-2026

Herbalife Ltd.'s 2026 Proxy Statement outlines the Annual General Meeting on April 30, 2026, at 8:30 a.m. PDT in Los Angeles, CA, where shareholders will vote on electing 11 director nominees, approving on an advisory basis the compensation of named executive officers, and ratifying PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2026. The record date is March 9, 2026, with 103,409,870 common shares outstanding entitled to vote. The Board recommends voting FOR all proposals, emphasizing strong governance features like annual director elections, independent lead director, majority voting, and a dedicated Sustainability Committee.

  • ·Record date: March 9, 2026
  • ·Proxy submission deadline: 11:59 p.m. Eastern Time on April 29, 2026
  • ·Meeting location: 800 W. Olympic Blvd., Suite 406, Los Angeles, CA 90015
  • ·Fiscal year end: December 31
  • ·One vote per common share
EQUITY LIFESTYLE PROPERTIES INCDEF 14Apositivemateriality 7/10

17-03-2026

Equity Lifestyle Properties, Inc. (ELS) filed its DEF 14A proxy statement for the 2026 Annual Meeting on April 28, 2026, proposing the election of nine directors, ratification of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, and a non-binding advisory vote to approve executive compensation. As of the record date February 13, 2026, 193,927,571 common shares were outstanding. The proxy highlights ELS's strong 5-year performance outperforming peer averages, including 60.8% net income per share growth (vs. 44.3% peer), 8.4% FFO per share annualized growth (vs. 6.0%), and 7.6% NFFO per share growth (vs. 6.1%).

  • ·Annual Meeting: Tuesday, April 28, 2026, 9:00 a.m. Central Time, virtual at www.virtualshareholdermeeting.com/ELS2026
  • ·Record Date: close of business on February 13, 2026
  • ·Proxy materials and 2025 Annual Report mailed/made available on March 19, 2026
Mativ Holdings, Inc.DEF 14Aneutralmateriality 6/10

17-03-2026

Mativ Holdings, Inc. (MATV) filed its DEF 14A Proxy Statement on March 17, 2026, for the virtual Annual Meeting of Stockholders on April 30, 2026, at 11:00 a.m. ET. Stockholders will vote to elect two director nominees for terms expiring in 2029, ratify Deloitte & Touche LLP as independent auditors for 2026, approve a non-binding advisory vote on executive compensation, and adopt an amendment to the 2024 Equity and Incentive Plan. The record date is March 10, 2026, with proxy materials available online.

  • ·Annual Meeting held virtually at www.virtualshareholdermeeting.com/MATV2026
  • ·Proxy materials and 2025 Form 10-K available at http://ir.mativ.com/ or www.proxyvote.com
  • ·Mailing of proxy materials on or about March 17, 2026
Polaris Inc.DEF 14Amixedmateriality 8/10

17-03-2026

Polaris Inc. navigated 2025 headwinds such as shifting tariffs, weakened consumer confidence, and industry pressures through a tariff-mitigation strategy aiming for 80% reduction in China-based spend by 2027, gaining market share across segments, and managing dealer inventory effectively. However, the company divested its non-core Indian Motorcycle business in Q1 2026 to enhance long-term profitability in powersports, while adjusting equity grants to time-based RSUs for retention amid challenges and increasing its dividend for the 31st consecutive year. The proxy statement solicits votes for electing three Class II directors, advisory approval of NEO compensation, adoption of the Amended & Restated 2024 Omnibus Incentive Plan, and ratification of Ernst & Young LLP as auditor at the virtual annual meeting on April 30, 2026.

  • ·Annual meeting record date: March 9, 2026
  • ·Proxy materials available beginning March 17, 2026
  • ·Kevin Farr retired from Board after over 10 years of service
  • ·Director nominees (Class II): George W. Bilicic, Gary E. Hendrickson, Gwenne A. Henricks
Hilton Grand Vacations Inc.DEF 14Aneutralmateriality 7/10

17-03-2026

Hilton Grand Vacations Inc. (HGV) has issued its 2026 Proxy Statement for the Annual Meeting on May 6, 2026, seeking stockholder approval for electing nine directors, ratifying Ernst & Young LLP as independent auditors for fiscal 2026, approving an amendment to the 2023 Omnibus Incentive Plan, and a non-binding advisory vote on 2025 named executive officer compensation. The record date is March 13, 2026, with 81,258,868 shares of common stock outstanding. No financial performance metrics or period-over-period comparisons are detailed in the provided filing content.

  • ·Annual Meeting location: Waldorf Astoria Orlando, 14200 Bonnet Creek Resort Lane, Orlando, Florida 32821, Madison Meeting Room, 8:30 a.m. Eastern Time.
  • ·Voting deadlines: Online and telephone voting close at 11:59 p.m. ET on May 5, 2026; mailed proxies must be received by May 5, 2026.
  • ·Proxy materials notice mailed or sent electronically on or about March 17, 2026.
Archrock, Inc.DEF 14Apositivemateriality 8/10

17-03-2026

Archrock's 2026 Proxy Statement reviews strong Fiscal 2025 performance, including Net income growth of 87% YoY, Adjusted EBITDA growth of 51% YoY, contract operations adjusted gross margin expansion to 73% (+600 bps YoY), and $212M cash returned to stockholders via dividends (up 19% per share, 4.0x coverage) and repurchase of ~3M shares. The company integrated the NGCS acquisition adding 344,000 horsepower, maintained fleet utilization at 95%+, TRIR at 0.22, and reduced leverage to 2.7x. Stockholders are asked to vote on electing nine directors, ratifying Deloitte & Touche LLP as auditors, and approving 2025 NEO compensation.

  • ·TRIR of 0.22 and PVIR of 0.23 in 2025.
  • ·Dividend coverage of 4.0x in 2025.
  • ·Annual Meeting on April 30, 2026 at 9:00 a.m. CT; Record Date March 2, 2026.
GRAN TIERRA ENERGY INC.DEF 14Apositivemateriality 6/10

17-03-2026

Gran Tierra Energy Inc. (GTE) filed its 2026 DEF 14A proxy statement on March 17, 2026, nominating its five current directors—Robert B. Hodgins, Gary S. Guidry (President and CEO), Alison M. Redford KC, Ronald W. Royal, and Brooke Wade—for re-election at the 2026 annual meeting in an uncontested election under majority voting standard. All nominees received strong stockholder approval at the 2025 annual meeting, with ratings from 94.6% (Redford) to 97.1% (Guidry). Director ownership increased in DSUs/PSUs year-over-year for most nominees, reflecting ongoing equity alignment.

  • ·Proxy materials available at https://www.grantierra.com/events/2026-annual-meeting/
  • ·Uncontested election with majority voting standard; abstentions and broker non-votes do not count as votes for or against
  • ·All five nominees currently serving directors, policy requires attendance at annual meetings (100% attendance in 2025)
  • ·Gary S. Guidry stock options decreased 44.9% from 2024 to 2025
Service Properties TrustDEF 14Aneutralmateriality 7/10

17-03-2026

Service Properties Trust's 2026 Proxy Statement recommends the election of seven trustee nominees at the 2026 Annual Meeting: Independent Trustees Laurie B. Burns, Robert E. Cramer, Donna D. Fraiche, William A. Lamkin, and Rajan C. Penkar, and Managing Trustees Christopher J. Bilotto and Adam Portnoy, highlighting their diverse expertise in REITs, real estate, finance, and governance. The filing details governance policies including sustainability initiatives (Employee Health and Wellness, Human Rights, Philanthropy, Business Partners’ Code of Conduct) and Insider Trading Policies prohibiting hedging and restricting trades during blackout periods. It specifies deadlines for 2027 Annual Meeting shareholder proposals, such as November 17, 2026, for Rule 14a-8 inclusions and proxy access nominations.

  • ·Proxy access nomination window for 2027 meeting: not earlier than October 18, 2026, and not later than November 17, 2026
  • ·Other Bylaw nominations/proposals deadline for 2027 meeting: 5:00 p.m. ET on November 17, 2026 (not earlier than October 18, 2026)
  • ·Rule 14a-8 proposals for 2027 meeting must be received by November 17, 2026 (adjusted if meeting date varies >30 days from June 11, 2027)
  • ·Insider Trading Policy prohibits hedging by Board members and officers; requires pre-approval for certain trades
  • ·Annual Report on Form 10-K for fiscal year ended December 31, 2025, includes Insider Trading Policy as exhibit
RYAN SPECIALTY HOLDINGS, INC.DEF 14Aneutralmateriality 6/10

17-03-2026

Ryan Specialty Holdings, Inc. issued its 2026 Proxy Statement on March 17, 2026, for the annual meeting where five director nominees (David P. Bolger, Michael G. Bungert, Francesca Cornelli, Nicholas D. Cortezi, Anthony J. Kuczinski) are standing for election to terms expiring at the 2027 annual meeting, implementing the 2025-approved board declassification toward annual elections by 2028. The board consists of 12 members (out of 13 authorized), with seven independent directors including Lead Director John W. Rogers, Jr.; Patrick G. Ryan serves as Executive Chairman since October 1, 2024, when Timothy W. Turner became CEO, separating those roles. The Ryan Parties retain board nomination rights tied to their ownership of the Original Amount from the 2021 IPO.

  • ·Initial public offering (IPO) completed on July 21, 2021.
  • ·Onex's board nomination right ended after share sale in April 2023.
  • ·Ryan Parties' nomination rights scale with ownership of Original Amount: 100% (>50%), 50% (>40-<50%), 40% (>30-<40%), 30% (>20-<30%), 20% (>10-<20%); reduces to one nominee post Patrick G. Ryan's death/disability/involvement end if >=10%.
  • ·Board held executive sessions four times a year led by Lead Director.
Concentra Group Holdings Parent, Inc.DEF 14Aneutralmateriality 7/10

17-03-2026

Concentra Group Holdings Parent, Inc. issued a DEF 14A proxy statement for its 2026 Annual Meeting, seeking votes to elect Vipin Gopal, William K. Newton, and Marc R. Watkins, MD as Class II directors, approve on a non-binding advisory basis the compensation of named executive officers, and ratify PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026. As of the record date March 5, 2026, 128,507,289 shares of common stock were outstanding, held by 168 registered holders. The Board of Directors comprises 7 members, with 5 independent directors including Lead Director Daniel J. Thomas; no performance variances or financial metrics are highlighted.

  • ·Record date: March 5, 2026; stockholder list available for inspection starting April 15, 2026 at company offices in Addison, TX
  • ·Annual Meeting: virtual via https://meetnow.global/MN7HZSX at 11:00 a.m. CDT (period of report: April 30, 2026)
  • ·Transfer Agent and Registrar: Computershare Inc.
  • ·Fiscal year end: December 31
HANCOCK WHITNEY CORPDEF 14Aneutralmateriality 7/10

17-03-2026

Hancock Whitney Corp's DEF 14A proxy statement, filed March 17, 2026, nominates five directors—Frank E. Bertucci, Constantine S. Liollio, Thomas H. Olinde, Joan C. Teofilo, and C. Richard Wilkins—for re-election to three-year terms expiring at the 2029 annual meeting. The Board, comprising 15 members (5 women, 10 men; 3 self-identifying as African American, 1 as Latina), highlights nominees' expertise in risk management, strategic planning, M&A, energy, and Gulf Coast markets. No performance declines or flat metrics are noted in the director nomination section.

  • ·Frank E. Bertucci: Director since 2000, age 69
  • ·Constantine S. Liollio: Director since 2016, age 67
  • ·Thomas H. Olinde: Director since 2009, age 70
  • ·Corporate Governance Committee met in February 2026 to evaluate nominees
  • ·XBRL tags reference compensation elements (e.g., equity awards, pension adjustments) for PEO and Non-PEO NEOs across 2021-2025, but no numerical values disclosed in provided content
FIRST FINANCIAL CORP /IN/DEF 14Aneutralmateriality 6/10

17-03-2026

First Financial Corporation (THFF) issued its DEF 14A proxy statement for the 2026 Annual Meeting on April 15, 2026, at 11:00 a.m. EDT, held virtually at www.virtualshareholdermeeting.com/THFF2026, with a record date of February 25, 2026. Shareholders are asked to elect five director nominees (Mark J. Blade, Gregory L. Gibson, Norman D. Lowery, Paul J. Pierson, Richard J. Shagley) for terms expiring in 2029, approve a non-binding advisory vote on named executive officer compensation, and ratify Crowe LLP as independent auditors for the fiscal year ending December 31, 2026. No financial performance metrics or period-over-period comparisons are detailed in the provided filing content.

  • ·Record date: February 25, 2026
  • ·Meeting location: Virtual live audio webcast at www.virtualshareholdermeeting.com/THFF2026
  • ·Shareholder list available for examination at headquarters (One First Financial Plaza, Terre Haute, IN 47808) beginning five days prior to meeting
FIRST MID BANCSHARES, INC.DEF 14Aneutralmateriality 6/10

17-03-2026

First Mid Bancshares, Inc. (FMBH) filed a DEF 14A proxy statement dated March 17, 2026, for its annual stockholder meeting on April 29, 2026, to elect directors (Proposal 1) and hold an advisory vote on executive compensation (Proposal 2). As of the March 5, 2026 record date, 26,622,310 shares of common stock were outstanding. Principal stockholders as of February 17, 2026, include BlackRock, Inc. (1,752,113 shares, 7.3%), EPL LINCO Trust (1,262,246 shares, 5.2%), and The Vanguard Group (1,206,784 shares, 5.0%), while directors, nominees, and executive officers as a group beneficially own 1,440,404 shares (6.0%).

  • ·Annual meeting location: 1421 Charleston Avenue, P.O. Box 499, Mattoon, Illinois 61938, at 4:00 p.m. local time.
  • ·Proxy materials made available beginning March 17, 2026.
  • ·Individual director/NEO ownership ranges from 5,585 to 433,065 shares (0.1% to 1.8%).
VISTA GOLD CORPDEF 14Aneutralmateriality 6/10

17-03-2026

Vista Gold Corp. issued a DEF 14A proxy statement dated March 17, 2026, for its 2026 Annual General and Special Meeting on April 28, 2026, at 10:00 a.m. PDT in Vancouver, BC, to receive the FY2025 Form 10-K and financial statements, elect six incumbent directors, appoint Davidson & Company LLP as auditor until the next AGM, approve an advisory vote on executive compensation, and pass an ordinary resolution amending the Stock Option Plan and unallocated options. The record date is March 9, 2026, with proxies due by April 24, 2026. No quantitative financial metrics or period-over-period comparisons are provided in the filing excerpt.

  • ·Meeting location: Suite 1200, 200 Burrard Street, Vancouver, British Columbia.
  • ·Proxy submission: Broadridge at 51 Mercedes Way, Edgewood, NY 11717, or online at www.proxyvote.com by 10:00 a.m. PDT on April 24, 2026.
NVR INCDEF 14Aneutralmateriality 7/10

17-03-2026

NVR, Inc.'s definitive proxy statement for its Annual Meeting on May 7, 2026, at 11:00 A.M. ET in Reston, VA, solicits votes to elect 11 directors, ratify KPMG LLP as independent auditor for the year ending December 31, 2026, and approve executive compensation on an advisory basis. The Board recommends voting against two shareholder proposals to reduce the special meeting ownership threshold and to disclose greenhouse gas emissions. Record date is March 4, 2026; no financial performance metrics are highlighted, with proxy solicitation assistance from Georgeson Inc. for approximately $9,000.

  • ·Annual Meeting attendance requires written notice to James M. Sack by May 1, 2026, photo ID, and proof of ownership as of March 4, 2026 record date.
  • ·Quorum requires majority of shares entitled to vote; majority of votes cast needed for director elections and proposals; abstentions and broker non-votes do not affect outcomes except for quorum.
  • ·Proxy materials distributed on or about March 17, 2026, in connection with Annual Report for year ended December 31, 2025.
Schneider National, Inc.DEF 14Aneutralmateriality 6/10

17-03-2026

Schneider National, Inc. (SNDR) filed its DEF 14A Proxy Statement on March 17, 2026, for the virtual Annual Meeting of Shareholders on April 30, 2026 (record date February 19, 2026), seeking approval for electing 10 directors, ratifying Deloitte & Touche LLP as independent auditors for the fiscal year ending December 31, 2026, amending the 2017 Omnibus Incentive Compensation Plan, and advisory approval of named executive officer compensation. As of the record date, 83,029,500 Class A shares (830,295,000 votes) and 92,307,016 Class B shares (92,307,016 votes) were outstanding. No financial performance metrics or period-over-period comparisons are detailed in the filing.

  • ·Annual Meeting access via https://web.viewproxy.com/schneider/2026
  • ·Voting options: online at https://AALvote.com/SNDR, phone 1-866-804-9616 (U.S./Canada), mail proxy card
  • ·Proxy materials and 2025 Form 10-K available at https://web.viewproxy.com/schneider/2026
WASHINGTON TRUST BANCORP INCDEF 14Aneutralmateriality 6/10

17-03-2026

Washington Trust Bancorp, Inc.'s proxy statement solicits votes for the April 28, 2026 annual shareholder meeting, including the election of four director nominees (Robert A. DiMuccio, Sandra Glaser Parrillo, Debra M. Paul, and new nominee Jeffrey M. Wilhelm), ratification of Crowe LLP as auditors for the year ending December 31, 2026, approval to increase shares available under the 2022 Long Term Incentive Plan by 675,000 shares, and an advisory vote on named executive officer compensation. The board will adjust due to Constance A. Howes' resignation at age 72 and reclassification of Mark K. W. Gim to maintain class balance among 11 directors. As of the March 3, 2026 record date, 19,039,948 common shares were outstanding.

  • ·Annual meeting held virtually on April 28, 2026 at 11:00 a.m. ET.
  • ·Director age limit of 72 with mandatory resignation; no exceptions.
  • ·Nine current directors determined independent under Nasdaq rules: Robert A. DiMuccio, Joseph P. Gencarella, Constance A. Howes, Sandra Glaser Parrillo, Debra M. Paul, John T. Ruggieri, Edwin J. Santos, Lisa M. Stanton, Angel Taveras.
GLOBAL PAYMENTS INCDEF 14Apositivemateriality 8/10

17-03-2026

Global Payments Inc.'s 2026 Proxy Statement outlines the April 30, 2026 virtual annual meeting, proposing election of 12 directors (11 independent), advisory vote on NEO compensation, ratification of Deloitte as auditor, and opposition to a shareholder proposal. 2025 highlights include consummation of Worldpay acquisition and Issuer Solutions divestiture in January 2026, launch of Genius POS platform, Heartland Payroll divestiture with $500M returned to shareholders, and $1.5B total capital returns via repurchases and dividends, positioning the company as a focused merchant solutions leader. Board governance strengthened via refreshment, adding three new independent directors since 2025 with no noted declines in performance metrics.

  • ·Record date: March 9, 2026; virtual meeting at www.virtualshareholdermeeting.com/GPN2026
  • ·Board size increased to 12 on September 24, 2025 (added Archana Deskus, Patricia Watson); to 13 on February 16, 2026 (added Vivek Sankaran effective February 19, 2026); reduces to 12 post-election
  • ·Mr. Baldwin's term expires at 2026 meeting
  • ·Proposals: 1) Elect 12 directors (FOR); 2) Say-on-pay (FOR); 3) Ratify Deloitte (FOR); 4) Shareholder proposal (AGAINST)
  • ·Eleven of twelve nominees independent; each attended 75%+ of meetings

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US Executive Compensation Proxy SEC Filings — March 17, 2026 | Gunpowder Blog