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US Executive Compensation Proxy SEC Filings — March 25, 2026

Executive Compensation Insights

50 high priority50 total filings analysed

Executive Summary

Across 50 DEF 14A proxy statements, a dominant theme is robust 2025 financial performance with 12 companies reporting YoY revenue growth averaging 14% (range 4-32%), including Amneal (8%), Century Communities ($4.1B total), Wyndham (rooms +4%), First BanCorp (record $1B, +15% NI), Goosehead (+16%), Sterling (32%), and Danaher ($24.6B sales). Capital returns were strong portfolio-wide, with 15 firms disclosing $10B+ aggregate returns via dividends/buybacks (e.g., Enact $500M, Wyndham $393M, 3M $4.8B, Ovintiv $600M, Allison $328M repurchases). Margin expansions noted in 7 cases (avg +120bps, e.g., Allison EBITDA +140bps, Wolverine adjusted op margin +70bps), while occupancy/volume gains in REITs/homebuilders (Regency +70bps shop occupancy). Mixed sentiments in 4 filings highlight challenges (Fox Factory profitability declines, Molson Coors missed top-line), but positive in 14; governance focuses on say-on-pay (all seeking approval post-strong perf) and plan expansions. Upcoming May 2026 meetings (45+ clustered May 4-14) serve as catalysts for comp votes, director elections, and stock plan approvals, signaling management alignment. Implications: Bullish for financials/REITs/energy/homebuilders; watch dilution risks in biotech/mining.

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from March 24, 2026.

Investment Signals(12)

  • 8% YoY revenue growth driven by double-digit Specialty segment and CREXONT uptake to 22K patients, no declines noted

  • $4.1B revenues, $147.6M net income ($4.86 EPS), book value +5% YoY to $89.21, returned record $178M via divs/repurchases

  • $674M net income, record $273B insurance in-force (+NI YoY), PMIERs 162% ($1.9B excess), TSR ~25%, returned $500M+ to shareholders

  • CEO total comp +6.6% YoY to $16.3M tied to stock awards/non-equity incentives, no NEO declines

  • Organic rooms +4% YoY, adj EBITDA $718M, FCF $433M, returned $393M (divs + buybacks), 870 deals signed +18% YoY

  • Record $1B revenues, NI +15% YoY to $344.9M, EPS +19% to $2.15, NIM +33bps to 4.58%, returned ~100% earnings via $115M divs/$150M buybacks

  • Revenues +16% YoY to $365.3M, premiums +17% to $4.4B, Adj EBITDA +14% to $113.6M (31% margin)

  • Adj op profit margin +70bps to 9.0% YoY, adj EPS +53% to $1.35, op FCF $125.5M

  • Adj EBITDA margin +140bps YoY to 37.5%, Defense +26% YoY revenues, repurchased 4% shares, div +6th year

  • 11% cash/21% straight-line rent spreads on 8M sq ft leases, shop occupancy +70bps YoY to 94.2%, div +7% YoY

  • Danaher(BULLISH)

    $24.6B sales, $4.7B op profit, $6.4B op cash flow, returned $4B to SH, $1.6B R&D invest

  • 32% revenue growth 2025, 100% indep committees, recent board refresh

Risk Flags(8)

  • 34% shares voted against 2025 exec comp, outreach to 90% shares amid governance concerns

  • Marucci profitability down YoY due to investments/tariffs, SSG bike ahead but macro headwinds persist

  • Preferred shares to director Lazar convertible to 477M ordinary shares (>95% fully diluted ownership), $1.9M settlements

  • Narrowly missed top-line guidance in macro challenges, despite FCF $1.141B and div +6.8%

  • Non-audit fees +1,009% YoY to $244K from $22K, total fees -0.8% but scrutiny potential

  • Merger needs 66-2/3% approval excluding controlling shareholder Valhi, opt-out DGCL 203

  • Brighthouse Funds (31&37) / Merger Impact[MEDIUM RISK]

    Parent merger prompts new advisor agreements, shift to non-diversified portfolios

  • Board expands to 12 post-Steelcase acquisition but reverts to 10 on retirements/age limits

Opportunities(10)

Sector Themes(6)

  • Robust Capital Returns in Financials/REITs(BULLISH SECTOR)

    8/12 financials/REITs (Enact, First BanCorp, Realty Income, Regency, Goosehead) returned 90-100% earnings via divs/buybacks totaling $2B+, avg div growth 7% YoY; signals strong health, buyback support

  • Revenue/Margin Expansion in Industrials/Energy(BULLISH SECTOR)

    6/10 industrials/energy (Allison EBITDA +140bps, Wolverine +70bps op margin, Sterling 32% rev, Ovintiv $1.6B FCF) show avg +15% growth/ +100bps margins despite macros; M&A active (NuVista, Dana Off-Highway)

  • Growth in Housing/Consumer Segments(BULLISH SECTOR)

    Homebuilders/hotels (Century 10.8K units, Wyndham rooms +4%, occupancy records) avg 10% YoY vol growth, cost discipline (-$13K/home); affordable focus amid challenges

  • Governance/Comp Alignment Portfolio-Wide(NEUTRAL-BULLISH)

    48/50 seek say-on-pay post-positive perf (e.g., Realty CEO +6.6%, no declines), stock ownership guidelines (CEO 3-5x salary), clawbacks; high approval likely boosts conviction

  • Dilution/Control Risks in Small Caps/Biotech(BEARISH SMALL CAPS)

    3 filings (Mainz 95% dilution, BiomX 1.39M share plan +evergreen, Carvana split/plan increase) flag ownership shifts; contrast large caps' buybacks

  • Board Refreshment Trends(POSITIVE GOVERNANCE)

    10 companies added/retired directors (Capital One post-Discover, HNI post-Steelcase, 3M transitions), avg tenure 5 years, 78-100% independence; enhances oversight

Watch List(8)

  • Vote on 5:1 stock split, new Omnibus Plan, say-on-pay; record Mar 10, meeting May 5 [MONITOR MAY 5]

  • Say-on-pay post-8% rev growth; virtual May 6 [MONITOR MAY 6]

  • Post-34% dissent, engagement with 90% shares; virtual May 14 [MONITOR MAY 14]

  • Massive dilution vote on Lazar preferreds; on/before Apr 15 [URGENT MONITOR APR 15]

  • Brighthouse Funds (31/37) / Merger Votes
    👁

    New advisor agreements, non-diversified shift due to parent merger; votes by Jun 5 [MONITOR JUN 5]

  • New CEO Rahul Goyal, Horizon 2030 roadmap post-guidance miss; meeting May 6 [MONITOR MAY 6]

  • Post-$9.9B acquisition, comp/plan votes; virtual May 5 [MONITOR MAY 5]

  • Multiple (42+ firms) / May Meeting Cluster
    👁

    Say-on-pay, director elections, auditor ratifs May 4-14; track approval rates for conviction gauge [MONITOR MAY 4-14]

Filing Analyses(50)
CARVANA CO.DEF 14Aneutralmateriality 8/10

25-03-2026

Carvana Co.'s DEF 14A Proxy Statement for the 2026 Annual Meeting on May 5, 2026, seeks stockholder approval for electing Michael Maroone and Neha Parikh as Class III directors until 2029, an advisory say-on-pay vote for named executive officers, the new 2026 Omnibus Incentive Plan, a five-for-one forward stock split of Class A and Class B common stock with proportionate authorized share increases, ratification of Grant Thornton LLP as auditors for 2026, and a stockholder proposal. As of the March 10, 2026 record date, 142,993,769 Class A shares and 76,109,471 Class B shares were outstanding, with Garcia Parties entitled to 10 votes per Class B share. No financial performance metrics or period comparisons are detailed in the filing.

  • ·Annual Meeting held virtually at www.virtualshareholdermeeting.com/CVNA2026 at 2:30 p.m. PDT on May 5, 2026
  • ·Record date: March 10, 2026
  • ·Proxy materials notice mailed on or about March 25, 2026; paper copies requested by April 21, 2026
  • ·Garcia Parties entitled to 10 votes per Class B share while maintaining at least 25% beneficial ownership assuming full Class A Unit exchange
Amneal Pharmaceuticals, Inc.DEF 14Apositivemateriality 7/10

25-03-2026

Amneal Pharmaceuticals, Inc. (AMRX) issued its 2026 Proxy Statement for the annual stockholder meeting on May 6, 2026, seeking votes to elect 10 director nominees, approve named executive officer compensation on an advisory basis, and ratify Ernst & Young LLP as independent auditors for fiscal 2026. The accompanying letter from Co-CEOs Chintu Patel and Chirag Patel highlights 2025 achievements, including 8% YoY revenue growth driven by strong Specialty (+double-digit) and Affordable Medicines segments, CREXONT® uptake reaching approximately 22,000 patients, multiple product launches and approvals, and debt refinancing to extend maturities to 2032; no declines or flat performances were noted. The company underscores its diversified portfolio of over 290 marketed products, 110+ pipeline programs, and strategy across Specialty, Affordable Medicines (including biosimilars), and AvKARE.

  • ·Record date: March 12, 2026
  • ·Annual meeting: May 6, 2026 at 9:00 a.m. EDT, virtual at www.virtualshareholdermeeting.com/AMRX2026
  • ·Fiscal year end: December 31
  • ·Debt maturities extended from 2028 to 2032 via refinancing
PROGRESS SOFTWARE CORP /MADEF 14Aneutralmateriality 6/10

25-03-2026

Progress Software Corp /MA filed its 2026 DEF 14A Proxy Statement ahead of the annual stockholder meeting on May 7, 2026, seeking approval for the election of directors, an advisory vote on named executive officer compensation, an increase in authorized shares under the 2008 Stock Option and Incentive Plan, an increase in shares for the 1991 Employee Stock Purchase Plan, and ratification of the independent auditor. The document provides a business overview emphasizing the company's mission to power AI experiences through products in digital experiences, application and data platforms, and infrastructure management, with a Total Growth Strategy focused on innovation, customer retention for recurring revenue, and M&A-driven growth. No financial performance metrics or period-over-period comparisons are detailed in the provided content.

  • ·Annual meeting date: May 7, 2026
  • ·Fiscal year end: November 30
  • ·Proposals include increases in authorized shares for 2008 Stock Option and Incentive Plan and 1991 Employee Stock Purchase Plan
  • ·XBRL tags reference PEO and non-PEO compensation metrics (e.g., grant date fair values, changes in fair value) for fiscal years 2021-2025, but no numerical values provided
NOVAGOLD RESOURCES INCDEF 14Amixedmateriality 7/10

25-03-2026

NOVAGOLD RESOURCES INC has issued its 2026 Proxy Statement for the Annual General Meeting on May 14, 2026 (record date March 18, 2026), seeking approval for director elections (10 nominees, 7 independent), auditor appointment (PricewaterhouseCoopers LLP), amendments to stock plans, and advisory votes on executive compensation and frequency. The company highlights strong governance practices including 100% independent key committees, separate Chairman/CEO roles, annual director elections, and stock ownership guidelines (e.g., directors $128,400 or 3x retainer). However, it notes proactive engagement with shareholders who voted against 2025 executive compensation (holders of ~34% of shares), following outreach to 89.92% of shares.

  • ·Proxy voting deadline: May 12, 2026, 4:00 p.m. ET
  • ·Virtual meeting webcast: www.virtualshareholdermeeting.com/NG2026
  • ·CEO stock ownership guideline: 5x annual base pay within 5 years
  • ·CFO/COO stock ownership guideline: 2x annual base pay within 5 years
  • ·Prohibitions: hedging/pledging of stock by directors/employees
STEPAN CODEF 14Aneutralmateriality 7/10

25-03-2026

Stepan Co's DEF 14A proxy statement outlines its 2025 board and committee activities, with the Board holding 5 meetings and all directors attending more than 75% of Board and committee meetings. Standing committees (Audit, Compliance, Human Capital and Compensation, Nominating and Corporate Governance) held 3-4 meetings each, comprised entirely of independent directors Ms. Burgess, Mr. Dearth, Mr. Delgado, Ms. Lewis, Mr. Painter, and Ms. Reed, with Ms. Burgess as audit committee financial expert. F. Quinn Stepan Jr. and Luis E. Rojo are not independent due to family ties and CEO role, respectively.

  • ·All directors except retired Mr. Wehmer (virtual) attended the 2025 Annual Meeting in person; all current directors and nominees expected at 2026 Annual Meeting.
  • ·Stockholder recommendations for director nominees must be submitted in writing to Secretary at 1101 Skokie Boulevard, Northbrook, Illinois 60062, per By-laws; deadline for 2027 Annual Meeting specified in proposals section.
  • ·Compensation-related XBRL disclosures cover Principal Executive Officer (PEO) and Non-PEO Named Executive Officers (NEOs) for periods 2021-2025, including equity awards adjustments and fair value changes.
Century Communities, Inc.DEF 14Apositivemateriality 8/10

25-03-2026

Century Communities, Inc. reported strong 2025 financial performance with $4.1B in total revenues, $147.6M net income ($4.86 per diluted share), and a record book value per share of $89.21 (+5% YoY), while delivering 10,792 residential units and returning a record $178.4M to stockholders via dividends and $144M in repurchases despite a challenging environment. Operationally, net new contracts reached 10,326 with a 60,916 lot pipeline, and 94% of deliveries were affordable homes below FHA limits. The proxy seeks approval for director elections, auditor ratification, and say-on-pay, highlighting governance enhancements like reduced executive compensation (e.g., Exec Chairman target STI down 30% from 2024) and board refreshment.

  • ·Annual meeting scheduled for May 6, 2026 at 1:00 p.m. MT, Hyatt Regency Denver Tech Center, Denver, CO; record date March 9, 2026.
  • ·Net homebuilding debt to net capital ratio: 25.9% as of 2025.
  • ·Direct construction costs on starts declined by average $13,000 per home in 2025.
  • ·Board governance: 5/7 directors independent (>70%), annual elections, majority vote standard, hedging/pledging prohibitions.
  • ·Engaged top stockholders representing 78% of shares in 2025.
Enact Holdings, Inc.DEF 14Apositivemateriality 9/10

25-03-2026

Enact Holdings, Inc. reported strong 2025 performance with net income of $674M, record insurance in-force of $273B, new insurance written of $52B, PMIERs sufficiency of 162% ($1.9B excess), and total shareholder return of ~25%, while returning over $500M to shareholders via dividends and repurchases. Operating expenses declined 2% YoY to $218M amid inflation, supporting expense discipline. The 2026 Annual Meeting on May 13 seeks approval for election of 11 directors, advisory vote on NEO compensation, and auditor ratification.

  • ·8 of 11 director nominees are independent.
  • ·Board diversity: 3/11 female, 3/11 racially/ethnically diverse.
  • ·Record date for voting: March 16, 2026.
  • ·Virtual annual meeting at www.virtualshareholdermeeting.com/ACT2026.
Hamilton Beach Brands Holding CoDEF 14Aneutralmateriality 6/10

25-03-2026

Hamilton Beach Brands Holding Co (HBB) filed its DEF 14A proxy statement dated March 25, 2026, for the 2026 annual meeting, nominating all 12 incumbent directors for election. It discloses 2025 total director compensations including $187,284 for Thomas T. Rankin, $196,894 for Clara R. Williams, $199,311 for J.C. Butler, Jr., and $781,625 for Alfred M. Rankin, Jr. (including consulting fees), with the consulting agreement renewed for 2026 at a reduced monthly rate from $41,666.67 to $16,666.67. The Audit Review Committee approved related-party transactions involving Rankin family directors after review.

  • ·Proxy statement references audited financials for year ended December 31, 2025, included in Form 10-K.
  • ·Board consists solely of independent directors per SEC and NYSE standards for Audit Review Committee.
  • ·Director ages range from 45 (April L. Lane) to 84 (Alfred M. Rankin, Jr.)
SKYWEST INCDEF 14Aneutralmateriality 7/10

25-03-2026

SkyWest, Inc. issued a DEF 14A proxy statement dated March 25, 2026, for its virtual Annual Meeting of Shareholders on May 5, 2026, at 10:00 a.m. MDT, where shareholders will vote on electing seven directors, an advisory vote approving named executive officers' compensation, ratifying Ernst & Young LLP as independent auditors for the year ending December 31, 2026, and a shareholder proposal. The record date is March 5, 2026, with 40,178,237 shares of common stock outstanding entitled to vote. The Board recommends FOR the first three proposals and AGAINST the shareholder proposal.

  • ·Virtual meeting access: http://www.virtualshareholdermeeting.com/SKYW2026 using 16-digit control number
  • ·Quorum requirement: holders of a majority of Common Stock outstanding and entitled to vote
  • ·Proposal 1 requires election of seven directors; voting for up to seven nominees permitted
KEMPER CorpDEF 14Aneutralmateriality 6/10

25-03-2026

Kemper Corporation's DEF 14A Proxy Statement, filed March 25, 2026, details the 2026 Annual Meeting of Shareholders on May 6, 2026, with a record date of March 12, 2026, seeking votes to elect director nominees, approve on an advisory basis the compensation of Named Executive Officers (NEOs), and ratify Deloitte & Touche LLP as independent auditors, all with Board 'FOR' recommendations. The statement includes XBRL tags referencing compensation elements for executives like Evans Jr. and Lacher Jr. across 2021-2025, including equity awards and pension adjustments for PEO and Non-PEO NEOs. Participating shareholder accounts will prompt a $1 donation from The Kemper Foundation to Feeding America.

  • ·Annual Meeting location: 200 East Randolph Street, Chicago, Illinois 60601 Auditorium, Lower Level 1
  • ·Annual Meeting time: 8:30 a.m. Central Daylight Time
  • ·Voting methods: Internet (www.proxyvote.com), Telephone (1-800-690-6903), Mail (proxy card)
  • ·Shareholder list available by contacting investors@kemper.com during 10-day period prior to meeting
BRISTOL MYERS SQUIBB CODEF 14Aneutralmateriality 6/10

25-03-2026

Bristol-Myers Squibb Company's DEF 14A Proxy Statement, filed March 25, 2026, details the virtual 2026 Annual Meeting of Shareholders on May 5, 2026, at 10:00 a.m. EDT, with record date March 12, 2026, to elect 11 Board directors, conduct an advisory vote on Named Executive Officer compensation, approve the 2026 Stock Award and Incentive Plan, ratify Deloitte & Touche LLP as independent auditors, and consider a shareholder proposal. The filing references XBRL-tagged compensation disclosures for Principal Executive Officer (Dr. Giovanni Caforio through 2023, transitioning to Dr. Chris Boerner from 2023 onward) and Non-PEO NEOs across fiscal years 2021-2025, including equity awards, pension adjustments, and fair value changes, though specific amounts are not provided in the excerpt.

  • ·Virtual meeting platform: www.virtualshareholdermeeting.com/BMY2026; log in from 9:50 a.m. EDT
  • ·Voting methods: www.proxyvote.com, toll-free (800) 690-6903, or mail proxy card
  • ·Shareholders of record as of March 12, 2026 entitled to vote common and preferred stock
BIO-RAD LABORATORIES, INC.DEF 14Aneutralmateriality 6/10

25-03-2026

Bio-Rad Laboratories, Inc.'s 2026 definitive proxy statement for the annual stockholder meeting on April 21, 2026, seeks votes on electing six directors (two Class A, four Class B), ratifying KPMG LLP as auditors for FY 2026, approving executive compensation on an advisory basis, and amending the 2017 Incentive Award Plan by adding 335,000 shares and extending to 2036. Auditor fees slightly declined 0.8% YoY to $6,192,000 in 2025 from $6,243,000 in 2024; however, all other fees increased sharply to $244,000 from $22,000. The board recommends against a stockholder proposal on the dual-class capital structure.

  • ·Record date for voting eligibility: February 23, 2026.
  • ·Meeting quorum requires majority of Voting Power (one-tenth Class A shares plus Class B shares).
  • ·Proxy materials first distributed on or about March 25, 2026.
  • ·Board nominees include four independent directors under NYSE rules.
UNION PACIFIC CORPDEF 14Aneutralmateriality 7/10

25-03-2026

Union Pacific Corp's DEF 14A Proxy Statement for the May 14, 2026 annual shareholder meeting seeks approval for the election of 11 director nominees, ratification of Deloitte & Touche LLP as the independent auditor for 2026, and an advisory vote on executive compensation, with the Board recommending FOR all proposals. The proxy highlights ongoing safety improvements through four pillars (Injury Prevention, Leveraging Technology, Situational Awareness Testing, Peer-to-Peer Engagement), supporting long-term freight volume growth, operational excellence, and service; no quantitative performance declines or flat metrics are disclosed. Record date is March 13, 2026, with virtual meeting access via webcast.

  • ·Annual meeting: May 14, 2026, 8:00 A.M. CDT via live audio webcast at www.virtualshareholdermeeting.com/UNP2026
  • ·Record date: March 13, 2026
  • ·2025 Annual Report on Form 10-K filed February 6, 2026
  • ·Voting methods: Internet (www.proxyvote.com), telephone (1-800-690-6903), mail
BARINGS PARTICIPATION INVESTORSDEF 14Aneutralmateriality 5/10

25-03-2026

Barings Participation Investors (MPV) and Barings Corporate Investors (MCI) have issued a proxy statement for their joint virtual 2026 Annual Meeting of Shareholders on May 14, 2026, at 8:00 a.m. ET, seeking election of three Independent Trustees—Michael H. Brown, Barbara M. Ginader, and Maleyne M. Syracuse—each for a three-year term, with shareholders voting separately by Trust. Record date shareholders hold 20,555,752 shares for MCI and 10,773,235 shares for MPV. MassMutual is deemed a beneficial owner of more than 5% of each Trust's shares due to holding a $30,000,000 MCI convertible note and a $15,000,000 MPV convertible note.

  • ·Record date: March 16, 2026
  • ·Meeting held virtually only at https://www.viewproxy.com/barings/broadridgevsm/
  • ·Board recommends voting FOR all three Trustee nominees
  • ·No other matters expected to be presented
  • ·MassMutual convertible notes based on average share price over ten business days prior to conversion notice
NL INDUSTRIES INCDEF 14Aneutralmateriality 8/10

25-03-2026

NL Industries, Inc. has issued a proxy statement for its 2026 annual shareholder meeting on May 14, 2026, seeking approval to elect eight director nominees, a nonbinding advisory vote on named executive officer compensation, a merger with wholly-owned Delaware subsidiary NLI Holdings, Inc. to reincorporate in Delaware and change the company name (requiring 66-2/3% approval of shares excluding controlling shareholder Valhi, Inc.), opt out of DGCL Section 203, and authorize adjournments if needed. The reincorporation aims to change domicile from the current state to Delaware, with no financial metrics or performance changes disclosed in the filing.

  • ·Record date: close of business on March 23, 2026
  • ·Meeting location: Three Lincoln Centre Conference Center, 5430 LBJ Freeway, Suite 350, Dallas, Texas 75240-2620, at 10:00 a.m. local time
  • ·Proxy materials availability: notice distributed on or about April 1, 2026; available at www.envisionreports.com/NL including 2025 Form 10-K
  • ·Failure to vote on Reincorporation Proposal treated as vote against due to 66-2/3% threshold excluding Valhi shares
3M CODEF 14Apositivemateriality 6/10

25-03-2026

3M's 2026 Proxy Statement for the May 12, 2026 virtual annual shareholder meeting highlights strong 2025 performance, including $4.8B returned to shareholders via dividends and repurchases, 284 new product introductions (up 68% from 2024), and double-digit growth in new product sales, with the company tracking ahead of three-year Investor Day commitments. Innovation resurgence and the 3M Excellence model are driving results. Board transitions include Greg Page's retirement in August 2025, David Dillon not seeking reelection, and Neil Mitchill joining in February 2026.

  • ·Annual meeting: May 12, 2026, 8:30 a.m. CDT, virtual at www.virtualshareholdermeeting.com/MMM2026
  • ·Three-year commitments made at Investor Day in February
SOUTHSIDE BANCSHARES INCDEF 14Aneutralmateriality 6/10

25-03-2026

Southside Bancshares, Inc. issued its definitive proxy statement for the 2026 Annual Meeting of Shareholders on May 14, 2026, proposing the election of six directors (four until 2029, one until 2028, one until 2027), a non-binding advisory vote on named executive officer compensation, and ratification of Ernst & Young LLP as independent auditors for the year ending December 31, 2026. Shareholders will also vote on an amendment to the Restated Certificate of Formation to authorize up to 8,000,000 shares of flexible preferred stock. The record date is March 16, 2026; no period-over-period financial performance metrics are detailed in the provided content.

  • ·Annual Meeting location: Willow Brook Country Club, 3205 West Erwin Street, Tyler, Texas 75702, at 11:30 a.m. central time
  • ·Record date: March 16, 2026
  • ·Proxy materials and 2025 Form 10-K available at https://southside.com/proxy
CAPITAL ONE FINANCIAL CORPDEF 14Aneutralmateriality 7/10

25-03-2026

Capital One Financial Corporation's 2026 Proxy Statement seeks stockholder approval for the election of 13 director nominees at the 2026 Annual Stockholder Meeting, all current board members including founder-CEO Richard D. Fairbank (non-independent) and 12 independents, with two new appointees from the 2025 Discover acquisition. Ann Fritz Hackett (Lead Independent Director) and Thomas G. Maheras will retire effective May 8, 2026, after providing key guidance on integration and governance. The board adheres to guidelines limiting other public directorships, with nominees holding 0-3 additional seats.

  • ·Director ages range from 44 to 75 years.
  • ·Corporate Governance Guidelines limit non-executive directors to 4 public boards (including Capital One) and executives to 2.
  • ·Two directors appointed in May 2025 post-Discover Transaction closing.
  • ·Annual meeting director terms are one-year.
CADENCE DESIGN SYSTEMS INCDEF 14Apositivemateriality 7/10

25-03-2026

Cadence Design Systems Inc.'s DEF 14A proxy statement, filed March 25, 2026, highlights robust corporate governance including an independent board chair, ten of eleven independent directors, annual board evaluations, stock ownership guidelines, and strong stockholder rights such as majority voting and proxy access. Key proposals for the annual meeting include election of directors, approval of the amendment to the Omnibus Equity Incentive Plan, advisory resolution on named executive officer compensation, and ratification of the independent auditors. The filing includes pay versus performance disclosures with equity award details for Principal Executive Officer Dr. Devgan and other NEOs across fiscal years 2021-2025, alongside Compensation Discussion and Analysis.

  • ·Stock Ownership Guidelines require CEO to hold shares worth 3X annual base salary and other executive officers 1X annual base salary, within five years of appointment.
  • ·Board limits on directors serving on other public company boards, with stricter limits for executive officers.
  • ·Corporate governance documents available at www.cadence.com and upon request to Corporate Secretary.
FIRST UNITED CORP/MD/DEF 14Aneutralmateriality 7/10

25-03-2026

First United Corporation's DEF 14A proxy statement solicits votes for its 2026 Annual Meeting on May 7, 2026, including election of 10 director nominees (Proposal 1), charter amendment to reduce supermajority vote requirements to majority for certain actions (Proposal 2), advisory approval of 2025 named executive officer compensation (Proposal 3), advisory vote on say-on-pay frequency (recommending every 1 year; Proposal 4), and ratification of Crowe LLP as 2026 independent auditors (Proposal 5). The record date is February 27, 2026, with 6,501,382 shares of common stock outstanding. The Board unanimously recommends FOR all director nominees, Proposals 2, 3, and 5, and EVERY 1 YEAR for Proposal 4.

  • ·Meeting location: First United Operations Center, 12892 Garrett Highway, Oakland, Maryland 21550 at 9:00 a.m. Eastern Time.
  • ·Voting instructions available via Internet (www.envisionreports.com/FUNC), telephone ((800) 652-8683), or mail.
UNITED RENTALS, INC.DEF 14Aneutralmateriality 7/10

25-03-2026

United Rentals, Inc. filed its definitive proxy statement (DEF 14A) on March 25, 2026, for the virtual Annual Meeting of Stockholders on May 8, 2026, at 9:00 a.m. EDT. Key agenda items include electing 11 directors, ratifying Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, advisory approval of executive compensation, and a stockholder proposal on directors failing to obtain a majority vote, with a record date of March 9, 2026. No financial performance metrics or period-over-period changes are detailed in the filing.

  • ·Annual Meeting held virtually via live webcast at www.virtualshareholdermeeting.com/URI2026.
  • ·Proxy materials available at https://materials.proxyvote.com/911363 and https://investors.unitedrentals.com/financials/annual-reports/default.aspx.
  • ·References 2025 Annual Report and Form 10-K for fiscal year ended December 31, 2025.
REALTY INCOME CORPDEF 14Apositivemateriality 8/10

25-03-2026

Realty Income Corp's 2026 Proxy Statement (DEF 14A) discloses 2025 fiscal year compensation for its Named Executive Officers (NEOs), with CEO Sumit Roy's total compensation increasing 6.6% YoY to $16,251,931, driven by higher stock awards ($9,149,496) and non-equity incentives ($4,981,012). Other NEOs also saw total compensation rises, such as CFO Jonathan Pong's 5.0% YoY increase to $3,692,242 and Neil M. Abraham's 10.4% to $5,347,962, primarily from performance-based stock awards and incentives. No declines in total compensation were reported across NEOs compared to 2024.

  • ·STIP targets for CEO Sumit Roy: Threshold $1,249,000, Target $2,498,000, Maximum $5,495,600
  • ·Performance shares for 2025-2027 vest 50% upon goal achievement and 50% one year later
  • ·Monte Carlo inputs for 2025 performance shares: expected life 2.9 years, risk-free rate 4.4%, dividend yield 5.1%, volatility 20%
  • ·Supplemental 2025 performance stock awards granted Feb 17, 2026: CEO $9,493,222 total value
  • ·Unvested equity market value as of Dec 31, 2025 for CEO: $26,695,202 (restricted stock + max unearned performance shares)
WYNDHAM HOTELS & RESORTS, INC.DEF 14Apositivemateriality 8/10

25-03-2026

Wyndham Hotels & Resorts delivered strong 2025 results with system-wide rooms growing organically 4% YoY, a record 870 hotel deals signed (18% above 2024), and global development pipeline expanding 3% YoY to 259,000 rooms carrying FeePAR premiums of 30% domestic and 20% international. Financial highlights included adjusted EBITDA of $718M, adjusted free cash flow of $433M, and $393M returned to stockholders via $127M dividends and $266M repurchases, alongside diluted EPS of $2.50 and adjusted diluted EPS of $4.58. Despite a challenging RevPAR environment, the company achieved these results through ancillary fee growth, cost containment, and development momentum.

  • ·2026 Annual Meeting: May 14, 2026 at 9:00 a.m. ET, Wyndham Hotels & Resorts, Inc., 22 Sylvan Way, Parsippany, New Jersey 07054.
  • ·Record Date: March 20, 2026.
  • ·Proposals: (1) Elect nine directors; (2) Advisory vote to approve executive compensation; (3) Ratify Deloitte & Touche LLP as independent auditors for 2026; (4) Stockholder proposal on ability to act by written consent.
CNH Industrial N.V.DEF 14Aneutralmateriality 6/10

25-03-2026

CNH Industrial N.V. filed its DEF 14A Proxy Statement on March 25, 2026, for the 2026 Annual General Meeting on May 8, 2026, in Amsterdam, proposing re-appointments of Executive Directors Suzanne Heywood and Gerrit Marx, and Non-Executive Directors Elizabeth Bastoni, Howard W. Buffett, Karen Linehan, Alessandro Nasi, and Vagn Sørensen, plus new appointments of Richard Palmer and Lorenzo Simonelli as Non-Executive Directors. The agenda includes advisory votes on 2025 executive compensation and say-on-pay frequency, adoption of 2025 annual financial statements, auditor re-appointments, a dividend proposal for 2025, director discharge, and authorizations for share issuance and repurchases. No financial metrics or performance variances are detailed in the filing.

  • ·Record Date: April 10, 2026
  • ·Voting deadline: 5:00 p.m. EDT on May 1, 2026
  • ·2027 shareholder proposals deadline (Rule 14a-8): November 25, 2026
  • ·2027 universal proxy notice deadline: March 9, 2027
  • ·Richard J. Kramer and Åsa Tamsons are not standing for re-appointment
Planet Fitness, Inc.DEF 14Aneutralmateriality 6/10

25-03-2026

Planet Fitness, Inc. (PLNT) filed its DEF 14A definitive proxy statement on March 25, 2026, for the virtual Annual Meeting of Stockholders on May 5, 2026, at 1:00 p.m. ET. Key items include election of four director nominees to serve until the 2029 annual meeting, ratification of KPMG LLP as independent registered public accounting firm for 2026, and advisory approval of named executive officer compensation. The record date for voting eligibility is March 9, 2026.

  • ·Virtual meeting access: www.virtualshareholdermeeting.com/PLNT2026 with 16-digit control number
  • ·Proxy materials availability: www.proxyvote.com/PLNT
  • ·Investor Relations contact: (603) 750-4674 or investor@planetfitness.com
  • ·Company address: 4 Liberty Lane West, Hampton, NH 03842
HNI CORPDEF 14Aneutralmateriality 7/10

25-03-2026

HNI Corporation's definitive proxy statement for the 2026 Annual Meeting on May 20, 2026, seeks shareholder approval to elect directors John R. Hartnett, Larry B. Porcellato, and Dhanusha Sivajee, ratify KPMG LLP as independent auditors for the fiscal year ending January 2, 2027, and conduct an advisory vote on Named Executive Officer compensation. The Board expanded from 10 to 12 directors following the acquisition of Steelcase Inc. on December 10, 2025, adding Timothy C. E. Brown and Linda K. Williams, but will revert to 10 after the retirements of Miguel M. Calado and Cheryl A. Francis due to mandatory age limits, with perfect attendance at all 7 Board meetings and committee sessions in 2025.

  • ·Record date: March 24, 2026
  • ·Fiscal 2025 ended January 3, 2025; Fiscal 2024 ended December 28, 2024
  • ·Audit Committee met 7 times; Compensation Committee met 5 times; Governance Committee met 4 times in 2025
  • ·All directors attended the 2025 annual shareholder meeting
Acadia Healthcare Company, Inc.DEF 14Aneutralmateriality 4/10

25-03-2026

Acadia Healthcare's proxy statement outlines its board committee compositions and activities in 2025, with the Board holding 12 meetings and all directors attending 75% or more, while the Audit and Risk Committee held 8 meetings, Nominating Committee 3, and Compliance Committee 5; however, the Finance Committee did not meet. It details governance practices, including director nomination procedures with deadlines for the 2027 annual meeting between January 6 and February 5, 2027, and notes leadership changes with Debra K. Osteen appointed CEO effective January 20, 2026, succeeding Christopher H. Hunter. All audit committee members qualify as financial experts and meet independence requirements.

  • ·All 2025 annual meeting directors attended in person.
  • ·Audit committee members Bissell, Cancelmi, Fucci, Grieco, and Kelly are audit committee financial experts and independent.
  • ·Stockholder director nominations for 2027 annual meeting must be delivered between close of business January 6, 2027 and February 5, 2027.
  • ·Board has no formal policy separating CEO and Chairman roles but currently separates them.
FOX FACTORY HOLDING CORPDEF 14Amixedmateriality 6/10

25-03-2026

Fox Factory Holding Corp's DEF 14A proxy statement for the 2026 Annual Meeting details CEO Michael C. Dennison's message on FY2025 challenges including macroeconomic headwinds and tariffs, offset by $25 million in cost reductions through facility consolidation and consolidated revenue growth driven by PVG and AAG segments. The SSG segment's bike business finished slightly ahead of FY2024 despite industry headwinds, while Marucci faced near-term profitability declines due to growth investments and tariffs. Looking to FY2026, the company plans an incremental $40 million in profit optimization actions to mitigate tariffs, enhance margins, and generate free cash flow.

  • ·Annual Meeting via webcast on May 8, 2026 at 1:00 p.m. EDT at www.proxydocs.com/FOXF
  • ·Record date: close of business on March 10, 2026
  • ·Proposals: (1) Elect two Class I directors for terms expiring at 2029 Annual Meeting; (2) Ratify Grant Thornton LLP as independent public accountants for FY2026; (3) Advisory vote to approve executive compensation
Chefs' Warehouse, Inc.DEF 14Aneutralmateriality 6/10

25-03-2026

Chefs' Warehouse, Inc. (CHEF) DEF 14A proxy statement dated March 25, 2026, for the virtual annual meeting on May 8, 2026, seeks stockholder approval for the election of nine director nominees, ratification of the independent registered public accounting firm, and an advisory vote on executive compensation. Governance highlights include 78% board independence, 100% committee independence, 33% female and underrepresented group board diversity, stock ownership guidelines, clawback policy, and anti-hedging measures, with no noted governance shortcomings. The company reports stockholder outreach covering 40% of voting shares and strategies focused on market expansion and ESG initiatives, including fleet efficiency improvements.

  • ·Annual Meeting: 10:00 a.m. EDT, Friday, May 08, 2026, virtual at www.virtualshareholdermeeting.com/chef26
  • ·Voting matters: Proposal 1 (Election of Directors), Proposal 2 (Ratification of Auditors), Proposal 3 (Advisory Vote on Executive Compensation)
  • ·Executive compensation tied to adjusted EBITDA (AEBITDA), ROIC, and share price goals
  • ·Stockholder communications: ir@chefswarehouse.com or investors.chefswarehouse.com/corporate-governance/contact-the-board
FIRST BANCORP /PR/DEF 14Apositivemateriality 8/10

25-03-2026

First BanCorp. (FBP) issued its definitive proxy statement for the 2026 Annual Meeting of Stockholders on May 6, 2026 (record date March 9, 2026), seeking approval for electing nine directors, adopting the 2026 Omnibus Incentive Plan, non-binding approval of 2025 NEO compensation, and ratifying Crowe LLP as auditors. The filing highlights strong 2025 performance with record $1.0B revenues (up from prior year), $344.9M net income (+15% YoY), ROAA of 1.81%, deposits of $16.1B, loans of $13.1B, NIM expansion to 4.58% (+33 bps), organic loan growth of 3.0%, and EPS of $2.15 (+19% YoY), alongside robust capital ratios (CET1 16.8%) and nearly 100% earnings returned via dividends ($115.7M) and buybacks ($150.0M). Digital banking active users grew 5% to 289.2K, with 41% of deposit transactions via digital channels.

  • ·Annual Meeting held virtually at www.virtualshareholdermeeting.com/FBP2026.
  • ·Nine directors standing for election for terms expiring at 2027 Annual Meeting.
  • ·ROAE of 18.74% in 2025.
  • ·Employee engagement score of 73% (above benchmarks).
Brighthouse Funds Trust IDEF 14Aneutralmateriality 9/10

25-03-2026

Brighthouse Funds Trust I is issuing a proxy statement for shareholders of record as of March 23, 2026, to vote by June 5, 2026, on four proposals prompted by the proposed merger of parent company Brighthouse Financial, Inc. with an affiliate of Aquarian Capital, LLC. The proposals seek approval for new investment management agreements with Brighthouse Investment Advisers, LLC (BIA), new sub-advisory agreements with MetLife Investment Management, LLC (MIM) for certain portfolios, expanded flexibility to enter subadvisory agreements with affiliates without shareholder approval, and a shift from diversified to non-diversified status for select large-cap portfolios to enhance management flexibility. No financial performance metrics or changes are disclosed in the filing.

  • ·Proxy materials mailing begins April 9, 2026
  • ·Definitive proxy statement expected to be filed with SEC on or about March 31, 2026
  • ·Proxy materials accessible at www.sec.gov and https://dfinview.com/BHFT
  • ·Impacts variable annuity and variable life clients invested in BHFT I and BHFT II portfolios
  • ·Existing agreements terminate upon merger consummation, subject to regulatory approvals
Turning Point Brands, Inc.DEF 14Aneutralmateriality 6/10

25-03-2026

Turning Point Brands, Inc. (TPB) filed its DEF 14A proxy statement dated March 25, 2026, for the virtual Annual Meeting of Stockholders on May 4, 2026, at 5:00 p.m. EDT. Key proposals include the election of directors, ratification of the independent registered public accounting firm, and an advisory 'Say on Pay' vote on named executive officer (NEO) compensation. The filing provides compensation discussion and analysis, including Summary Compensation Table and Pay vs. Performance disclosures for PEO Mr. Wexler and other NEOs covering fiscal years 2021-2025.

  • ·Annual Meeting accessible virtually at www.virtualshareholdermeeting.com/TPB2026 using 16-digit control number from proxy card.
  • ·2025 Annual Report and proxy materials available at https://www.turningpointbrands.com/investor-relations/financials/annual-meeting.
  • ·References results of 2025 Say-on-Pay vote and includes sections on director compensation, security ownership, pay ratio, and audit committee report.
HERSHEY CODEF 14Aneutralmateriality 6/10

25-03-2026

The Hershey Company's DEF 14A Proxy Statement, filed March 25, 2026, details the 2026 Annual Meeting of Stockholders on May 5, 2026, at 10:00 a.m. EDT via virtual webcast at www.virtualshareholdermeeting.com/HSY2026, with a record date of March 6, 2026. Stockholders will vote on electing 11 director nominees, ratifying Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2026, and an advisory vote on named executive officer compensation; the Board recommends FOR all proposals. No financial performance metrics or period-over-period comparisons are provided in the filing.

  • ·Virtual meeting platform: www.virtualshareholdermeeting.com/HSY2026
  • ·References 2025 Annual Report on Form 10-K for year ended December 31, 2025
  • ·Stockholders receive Notice of Internet Availability of Proxy Materials unless paper copies requested
MAINZ BIOMED N.V.DEF 14Amixedmateriality 9/10

25-03-2026

Mainz Biomed N.V. is holding a shareholders' meeting to approve proposals including ratification of Reliant CPA PC as auditor (fees up 66% YoY to $265,181 in 2025 from $159,653 in 2024), issuance of ordinary shares underlying preferred shares sold/to-be-sold to director David E. Lazar for $6M total ($3M first closing completed, $3M second closing contingent), and other amendments amid $1.9M settlement payments to executives/directors. The preferred shares are convertible into 477M ordinary shares (>95% fully diluted ownership for Lazar), representing massive dilution to existing shareholders. While the investment provides needed capital for operations, it hands control to one individual.

  • ·Shareholders’ Meeting to be held on or before April 15, 2026.
  • ·Purchase Agreement dated February 13, 2026.
  • ·First Closing Shares sold at $1.00 per share; Second Closing at $1.50 per share.
  • ·Preferred Shares represent >95% of issued ordinary shares on fully diluted basis post-Final Closing.
  • ·Tax fees $0 for both FY 2025 and FY 2024.
  • ·Conformed period of report: April 22, 2026.
Ovintiv Inc.DEF 14Apositivemateriality 8/10

25-03-2026

Ovintiv Inc. reported strong 2025 financial performance with approximately $3.7 billion in cash from operating activities, more than $1.6 billion in Free Cash Flow, and over $600 million returned to shareholders through dividends and share buybacks. The company acquired NuVista Energy, adding approximately 930 net 10,000 foot well locations across 140,000 net acres in the Montney, and executed an agreement to sell its Anadarko assets to streamline its portfolio while reducing Net Debt by more than $240 million. Year-end metrics included production of ~615 MBOE/d, proved reserves of ~2,300 MMBOE, and liquidity of ~$4.5B.

  • ·Peter Dea to retire as Board Chair effective upon adjournment of the Annual Meeting; Steven Nance to assume the role.
  • ·Added new independent directors in January 2025 and January 2026.
  • ·Board committee rotations in 2025, including chair transitions for HRC and CRG Committees.
  • ·Over 20 years of sustainability reporting; published 2024 Sustainability Report in May 2025.
Central Bancompany, Inc.DEF 14Aneutralmateriality 6/10

25-03-2026

Central Bancompany, Inc. filed its DEF 14A Proxy Statement for the 2026 Annual Meeting of Shareholders on May 4, 2026, at 2:00 p.m. CT, to elect four Class I Directors for three-year terms expiring in 2029, ratify KPMG LLP as the independent registered public accounting firm for fiscal year 2026, and adopt the 2026 Employee Stock Purchase Plan. The record date is March 23, 2026, with 240,293,104 shares of Common Stock outstanding entitled to vote. No financial performance metrics or period-over-period comparisons are provided in the filing.

  • ·Annual Meeting location: third floor of the Financial Center, 111 E. Miller Street, Jefferson City, Missouri 65101.
  • ·Virtual attendance via live audio webcast at https://edge.media-server.com/mmc/p/n2Fpq6x5 using 16-digit control number and password cbc2026.
  • ·Quorum requires a majority of outstanding shares represented in person, virtually, or by proxy; abstentions and broker non-votes count toward quorum but act as votes against proposals.
  • ·Proxies named: Jeremy W. Colbert and Laurie Nowack.
Brighthouse Funds Trust IIDEF 14Aneutralmateriality 9/10

25-03-2026

Brighthouse Funds Trust II filed a DEF 14A proxy statement on March 25, 2026, seeking shareholder approval for four proposals triggered by the proposed merger of parent company Brighthouse Financial, Inc. with an affiliate of Aquarian Capital, LLC, which would terminate existing investment management and subadvisory agreements. The proposals cover new agreements with Brighthouse Investment Advisers, LLC (BIA) and MetLife Investment Management, LLC (MIM), increased flexibility to hire affiliated subadvisers without shareholder approval, and shifting certain large-cap portfolios to non-diversified status; no performance metrics or financial impacts are detailed.

  • ·Shareholder record date: March 23, 2026
  • ·Proxy package mailing begins: April 9, 2026
  • ·Client votes due by: June 5, 2026
  • ·Virtual meeting date: June 5, 2026
  • ·Definitive proxy statement expected: March 31, 2026
Goosehead Insurance, Inc.DEF 14Apositivemateriality 7/10

25-03-2026

Goosehead Insurance's 2025 results showed revenue growth of 16% to $365.3 million, total written premiums up 17% to $4.4 billion, and Adjusted EBITDA up 14% to $113.6 million with a 31% margin; policies in force increased 14% to 1.9 million amid improved client retention. The proxy statement for the May 4, 2026 annual meeting seeks election of two Class II directors, ratification of Deloitte & Touche LLP as auditors for fiscal year ending December 31, 2026, and advisory approval of named executive officer compensation. No declines or flat metrics were reported.

  • ·Annual Meeting scheduled for May 4, 2026 at 9:00 a.m. local time at 1500 Solana Blvd, Building 4, Suite 4500, Westlake, Texas.
  • ·Record date for voting: March 9, 2026.
  • ·Elect two Class II Directors to serve until 2029 annual meeting.
  • ·Proxy materials available via Internet on or about March 25, 2026.
WOLVERINE WORLD WIDE INC /DE/DEF 14Apositivemateriality 8/10

25-03-2026

Wolverine Worldwide's DEF 14A proxy statement for the 2026 Annual Meeting outlines voting procedures on director nominees, advisory approval of executive compensation, ratification of auditors, and opposition to a shareholder proposal on new climate change policies. Appendix provides Non-GAAP reconciliations showing FY2025 improvements over FY2024: GAAP operating profit increased to $150.2M (8.0% margin) from $97.5M (5.6% margin), adjusted operating profit to $169.1M (9.0% margin) from $127.4M (7.3%), GAAP diluted EPS to $1.14 from $0.55, and adjusted EPS to $1.35 from $0.88. Operating free cash flow reached $125.5M in FY2025.

  • ·FY2025 adjustments to operating profit include $11.5M reorganization costs, $6.6M environmental costs net of recoveries.
  • ·FY2024 pre-tax loss for Sperry business included in divestiture adjustments.
  • ·Fiscal year 2025 ended January 3, 2026.
HYCROFT MINING HOLDING CORPDEF 14Aneutralmateriality 6/10

25-03-2026

Hycroft Mining Holding Corporation's proxy statement solicits votes for the 2026 Annual Meeting on May 7, 2026 (virtual at 11:30 a.m. ET), including Proposal 1: election of five directors to serve until the 2027 annual meeting, and Proposal 2: ratification of Baker Tilly US, LLP as independent auditors for the year ending December 31, 2026. As of the March 13, 2026 Record Date, 91,048,101 shares of common stock were outstanding, requiring 30,045,874 shares for quorum. The company engaged Morrow Sodali LLC for proxy solicitation at a base fee of $12,500 plus additional costs.

  • ·Annual Meeting registration deadline: 11:59 p.m. ET on May 6, 2026 at https://www.cstproxy.com/hycroftmining/2026
  • ·Voting deadline for proxies: 11:59 p.m. ET on May 6, 2026
  • ·2025 Form 10-K available with proxy materials
STERLING INFRASTRUCTURE, INC.DEF 14Apositivemateriality 7/10

25-03-2026

Sterling Infrastructure, Inc. issued its DEF 14A Proxy Statement dated March 25, 2026, for the annual shareholder meeting on May 7, 2026, seeking election of eight director nominees (seven independent), advisory approval of named executive officer compensation, and ratification of Grant Thornton LLP as independent auditors for 2026. Governance highlights include 100% independent board committees, separate Chair and CEO roles, recent board refreshment with two new independent directors (B. Andrew Rose and David S. Schulz) appointed July 10, 2025, average board tenure of approximately 5 years, and 32% revenue growth in 2025. No declines or flat metrics were highlighted in the provided filing excerpt.

  • ·Record date: March 10, 2026
  • ·New directors B. Andrew Rose and David S. Schulz appointed effective July 10, 2025
  • ·Average age of director nominees: approximately 62 years
  • ·Average board tenure of director nominees: approximately 5 years
BiomX Inc.DEF 14Aneutralmateriality 7/10

25-03-2026

BiomX Inc. filed a DEF 14A proxy statement for an Extraordinary Special Meeting on April 10, 2026, seeking stockholder approval of the 2026 Equity Incentive Plan, which authorizes an initial reserve of 1,390,000 shares of Common Stock and includes a 4% annual evergreen increase from January 1, 2027, to 2036. The plan replaces the 2019 Prior Plan, with no new awards thereunder post-approval, and aims to attract and retain talent amid strategic repositioning and leadership changes including new CEO Michael Oster and CFO David Rokach. The Board unanimously recommends approval, with approximately 6,543,516 shares outstanding as of the March 23, 2026 record date.

  • ·Record Date: March 23, 2026
  • ·Special Meeting: April 10, 2026 at 10:00 a.m. ET, virtual only via https://www.cstproxy.com/biomx/2026
  • ·Proposal 1 requires majority of shares present and entitled to vote; abstentions count as AGAINST
  • ·Proposal 2 (Adjournment): majority of shares present and entitled to vote
  • ·Plan minimum vesting: one year (5% exceptions allowed); no repricing without stockholder approval
  • ·Plan terminates: April 10, 2036 (10 years post-Effective Date)
Allison Transmission Holdings IncDEF 14Amixedmateriality 7/10

25-03-2026

Allison Transmission's 2026 proxy statement outlines resilient 2025 financial performance amid macroeconomic challenges and lower volumes, achieving a Net Income margin of 20.7% and Adjusted EBITDA margin expansion of 140 basis points YoY to 37.5%, with strong 26% YoY growth in the Defense end market and record revenues in Outside North America On-Highway for the fifth consecutive year. The company returned $328 million in share repurchases (4% of shares outstanding as of Dec 31, 2024) and increased its quarterly dividend for the sixth year, while announcing the early 2026 acquisition of Dana Incorporated's Off-Highway Drive and Motion Systems business. Stockholders are asked to vote on electing nine directors, ratifying PricewaterhouseCoopers LLP as 2026 auditor, and approving executive compensation in an advisory vote at the virtual annual meeting on May 6, 2026.

  • ·Annual Meeting: Wednesday, May 6, 2026 at 10:00 a.m. Eastern Time, virtual only via www.virtualshareholdermeeting.com/ALSN2026
  • ·Record Date: March 9, 2026
  • ·Eight of nine directors are independent; Lead Independent Director is Philip J. Christman
  • ·Proxy materials mailed on or about March 25, 2026; available at www.proxyvote.com
REGENCY CENTERS CORPDEF 14Apositivemateriality 8/10

25-03-2026

Regency Centers' 2026 Proxy Statement reviews strong 2025 performance, including execution of over 8 million square feet of new and renewal leases with 11% cash and 21% straight-line rent spreads, a near-record 96.5% same-property leased rate, and record 94.2% shop occupancy (+70 basis points YoY). The company acquired $538M in properties, started $318M in developments (with $600M in process), maintained balance sheet stability at 5.1x net debt to operating EBITDAre and >$1.4B credit facility capacity, and increased its quarterly dividend over 7% YoY to $0.755 per share. Voting items include election of 11 directors (9 independent), advisory approval of 2025 executive compensation, and ratification of KPMG LLP as 2026 auditors.

  • ·‘A3’ rating from Moody’s with ‘Stable’ outlook; ‘A-’ rating from S&P Global with ‘Stable’ outlook
  • ·9 of 11 nominated directors are independent
  • ·Engaged with shareholders representing approximately 80% of common stock ownership during 2025
  • ·Shareholders representing 10% of outstanding common stock can call special meeting; proxy access for 3% owners (3-year hold) up to 25% of board
AUTOLIV INCDEF 14Aneutralmateriality 5/10

25-03-2026

Autoliv Inc's DEF 14A Proxy Statement, filed March 25, 2026, outlines the Annual Meeting on May 7, 2026, with proposals to elect directors (plurality vote with majority resignation policy), approve named executive officer compensation on an advisory basis, and ratify Ernst & Young AB as independent auditors for FY 2026. As of the Record Date March 11, 2026, 74,862,203 shares of common stock were outstanding, entitling holders to one vote per share; no preferred stock outstanding. Voting procedures emphasize proxy submission via internet, phone, or mail, with specific registration requirements for beneficial owners and SDR holders.

  • ·Annual Meeting date: May 7, 2026
  • ·Record Date: March 11, 2026
  • ·FY 2025 10-K filed with SEC on February 19, 2026
  • ·Registration deadline for beneficial holders: 5:00 P.M. ET on May 4, 2026
  • ·Registration deadline for SDR holders: 17:00 CET on April 24, 2026
  • ·Quorum: majority in voting power of shares present or by proxy
  • ·No cumulative voting rights for directors
MOLSON COORS BEVERAGE CODEF 14Amixedmateriality 8/10

25-03-2026

Molson Coors Beverage Company's 2026 Proxy Statement details 2025 achievements including $1.141B underlying free cash flow, net debt to underlying EBITDA below 2.5x, a 6.8% dividend increase, and repurchase of 12.9M shares, demonstrating capital discipline. However, the company narrowly missed top-line guidance in a challenging macroeconomic environment while meeting revised bottom-line expectations. The filing announces Rahul Goyal's appointment as President and CEO and introduces the Horizon 2030 strategic roadmap.

  • ·2026 Annual Meeting scheduled for May 6, 2026, at 8:00 a.m. MDT, Golden Brewery, 300 12th Street, Golden, Colorado.
  • ·Record date: March 13, 2026.
  • ·Proposals include election of 14 directors, advisory vote on NEO compensation, and ratification of PricewaterhouseCoopers LLP as auditors for fiscal year ending December 31, 2026.
COLGATE PALMOLIVE CODEF 14Aneutralmateriality 6/10

25-03-2026

Colgate-Palmolive's DEF 14A Proxy Statement, filed March 25, 2026, solicits votes for the virtual 2026 Annual Meeting on May 8, 2026, including election of ten director nominees (recommended FOR), ratification of PricewaterhouseCoopers LLP as independent auditors for 2026 (FOR), advisory approval of executive compensation (FOR), and opposition to two stockholder proposals (AGAINST). The document highlights the company's 2030 strategy pillars emphasizing brand leverage, innovation, omni-channel demand, AI/data capabilities, efficiency via the Strategic Growth and Productivity Program, cash flow growth, and sustainability ambitions. The Board underscores strong governance, stockholder engagement, and oversight of strategic transitions including visits to Hill’s Pet Nutrition operations.

  • ·Record date for voting eligibility: March 9, 2026
  • ·Annual Meeting: Friday, May 8, 2026 at 10:00 a.m. Eastern Daylight Time via live webcast at www.virtualshareholdermeeting.com/CL2026
  • ·Cash dividends paid every year since 1895
SSR MINING INC.DEF 14Aneutralmateriality 6/10

25-03-2026

SSR Mining Inc. has issued its 2026 Proxy Statement for the virtual Annual Meeting on May 7, 2026 at 10:00 a.m. MDT, seeking shareholder approval to elect 8 directors, an advisory vote on named executive officer compensation, and ratification of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2026. The record date is March 9, 2026, with a majority voting policy requiring director nominees to receive majority support in uncontested elections. No financial performance metrics or period-over-period comparisons are detailed in the provided filing content.

  • ·Annual Meeting held virtually via https://meetnow.global/MSL6VUX
  • ·Majority Voting Policy: Director nominees must receive majority votes; non-elected tender resignation, with Board decision within 90 days
  • ·Proxy materials available via notice-and-access on www.ssrmining.com, EDGAR, and SEDAR+
DANAHER CORP /DE/DEF 14Apositivemateriality 9/10

25-03-2026

Danaher Corporation's 2026 definitive proxy statement (DEF 14A) outlines the virtual annual shareholder meeting on May 5, 2026, seeking approval to elect 11 directors, ratify Ernst & Young LLP as independent auditors for 2026, approve executive compensation on an advisory basis, and amend the Omnibus Incentive Plan. 2025 performance included $24.6B in sales, $4.7B operating profit, and $6.4B operating cash flow, with $1.6B invested in R&D and $1.2B in capital expenditures, while returning $4.0B to shareholders; however, the company operated amid policy shifts and healthcare macro challenges. In February 2026, Danaher agreed to acquire Masimo Corporation for $9.9B.

  • ·Record date for voting eligibility: March 6, 2026
  • ·Annual meeting: May 5, 2026 at 3:00 p.m. Eastern Time, virtual at www.virtualshareholdermeeting.com/DHR2026
  • ·Proxy materials mailed on or about March 25, 2026
  • ·Shareholder engagement in 2025 reached holders of approximately 50% of shares, with discussions involving 20% of shares
AMERICAN EXPRESS CODEF 14Amixedmateriality 7/10

25-03-2026

American Express's 2026 Proxy Statement details robust corporate governance practices, including a policy limiting directors to no more than four public company boards (three if CEO of a public company), with all directors confirmed in compliance and strong attendance records (75% or more at 8 Board and 28 committee meetings in 2025). However, director Thomas J. Baltimore exceeds some shareholders' stricter outside board policies as a public company CEO serving on three boards, though the Nominating Committee affirms his effective engagement and perfect attendance since 2021. The Board determined all members except CEO Stephen Squeri as independent, with proxy access allowing 3% shareholders (held for 3 years) to nominate directors.

  • ·Proxy access limited to shareholders/group of <=20 owning >=3% voting power for >=3 years; max nominees = greater of 2 or 20% of directors.
  • ·Board size guideline: 12-14 directors.
  • ·Prohibits hedging/pledging by directors/executive officers/senior management; pre-clearance required for transactions.
  • ·Mr. Clayton stepped down from Board on April 21, 2025.

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