BLOG/🇺🇸United States··daily

US Executive Compensation Proxy SEC Filings — March 26, 2026

Executive Compensation Insights

50 high priority50 total filings analysed

Executive Summary

Across 50 DEF 14A proxy statements filed around March 26, 2026, a dominant theme is robust 2025 financial performance with 18/50 companies highlighting YoY revenue growth (avg +15% where quantified, e.g., Advanced Energy +21%, Liberty Media F1 +14%), record FCF in energy peers (CNX $646M, Peabody solid cash flow), and aggressive capital returns via buybacks ($3B Newmont, $528M CNX, 8% shares Banc CA) and dividend hikes (Oshkosh +11.8%, Hanover +5.6%). Exec comp is performance-aligned (79-95% at-risk/at equity in Tradeweb, Tractor Supply 89% variable), with high say-on-pay support (94.2% Eastern Bankshares, but KLX only 44.9%). Mixed signals in healthcare (Centene adj EPS $2.08 below outlook but 2026 >$3.00 +40% growth) and industrials (Oshkosh revenue -2.9% YoY). Governance strong: avg 85% board independence, diversity up (Tradeweb 55% indep, Invitation 40% diverse). No widespread insider selling noted; buybacks signal conviction. Portfolio trend: Bullish resource/energy (12/15 positive sentiment), neutral tech/healthcare; May 2026 meetings as catalysts for comp votes, declassifications.

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from March 25, 2026.

Investment Signals(12)

  • 90% independent board, 40% gender diversity, new director per activist agreement, positive governance evolution

  • CEO comp 79% equity/95% at-risk, 55% board independence, strong capital markets expertise

  • Proposal to double authorized shares to 340M supports growth funding, neutral but expansion catalyst

  • Pay-vs-performance 2021-2025 stable, sustainability focus amid ag supply chain strength

  • FY2025 rev $636.6M but net loss $77.1M (-$4.12/share), low 44.9% say-on-pay support

  • F1 rev +14% YoY, attendance +4% to 6.7M, MotoGP +21% post-acq, split-off completed

  • Record 2025 earnings/FCF, $1.1B dividends + $3B buybacks completed/$3B new, CEO transition orderly

  • Rev +21% YoY to 2nd highest ever, data center doubled, $1B Thailand capacity ramp

  • Record safety/volumes/cash flow despite lower prices, 9/10 indep board

  • $646M FCF (24q positive), $528M buybacks (16.9M shares), debt -137M since 2020

  • 2025 adj EPS $2.08 miss but 2026 >$3.00 (+40% YoY), $174.6B rev, 27.6M members

  • Adj EPS +69% to $1.35, rev +12%, ROTCE +319bps to 10.75%, 28% TSR > peers

Risk Flags(10)

Opportunities(10)

Sector Themes(6)

  • Energy/Resource Strength(BULLISH)

    8/12 energy firms (CNX, Peabody, Newmont, Targa) report positive FCF/buybacks/dividends despite pricing volatility, avg +10% vol growth; implies resilient cash gen for 2026 cycles

  • Banking ROE Expansion(BULLISH)

    Banc CA +319bps ROTCE, Eastern 110-143% MIP payouts, INDB pay-vs-perf stable; 5/7 banks show comp alignment TSR>peers

  • Comp At-Risk High(BULLISH)

    15/50 firms detail 80-95% variable equity comp (Tradeweb 95%, Tractor 89%), PRSUs 93% payout avg; ties pay to TSR/EPS/FCF

  • Buyback Aggression(BULLISH)

    12 companies repurchased >$5B total (Newmont $5.3B programs, CNX 16.9M shares, Banc 13.6M); signals conviction, shares -8-37% outstanding

  • Healthcare Mixed Recovery(NEUTRAL)

    Centene EPS miss but +40% 2026 guide, Essent ROE 12.1%; 4/8 show vol/revenue headwinds but strong sufficiency ratios

  • Governance Refresh(POSITIVE)

    20/50 note board shrinks/adds (Teradata 10->9, Omnicom +3 IPG), 85% avg indep, diversity 30-40%; declass proposals (KLX) improve accountability

Watch List(8)

Filing Analyses(50)
TERADATA CORP /DE/DEF 14Apositivemateriality 7/10

26-03-2026

Teradata Corporation's 2026 proxy statement outlines the virtual annual meeting on May 14, 2026, seeking approval to elect Stephen McMillan, Melissa B. Fisher, and Kimberly K. Nelson as Class I directors, an advisory vote on executive compensation, the amended and restated Teradata 2023 Stock Incentive Plan, and ratification of the independent auditor for 2026. Daniel R. Fishback is retiring, reducing the board from 10 to 9 members post-meeting, with a new Class II director to be appointed by August 1, 2026, per a February 10, 2026 Cooperation Agreement with Lynrock Lake Partners. Governance highlights include a 90% independent board, 40% gender diversity, and 20% ethnic minority representation, alongside average tenure of 8 years.

  • ·Record date: March 19, 2026
  • ·Annual meeting: May 14, 2026 at 8:00 a.m. Pacific Time (virtual at www.virtualshareholdermeeting.com/TDC2026)
  • ·Ms. Fisher elected to Board effective March 1, 2026
  • ·One current Class II director not to be renominated at 2027 annual meeting
  • ·Board committees (Audit, Compensation, Governance) fully independent
Tradeweb Markets Inc.DEF 14Apositivemateriality 7/10

26-03-2026

Tradeweb Markets Inc. has issued its DEF 14A Proxy Statement for the 2026 virtual Annual Meeting of Stockholders on May 19, 2026, seeking approval for electing three Class I directors, ratifying Deloitte & Touche LLP as independent auditors for FY 2026, an advisory vote on named executive officer compensation, and two amendments to the Certificate of Incorporation (Exculpation Amendment and Federal Forum Selection Amendment). The Board unanimously recommends voting 'FOR' all proposals, highlighting strong board expertise in capital markets (11/11 directors), electronic trading (8/11), and other areas, with 55% independence and average tenure of 4.4 years. Executive compensation emphasizes performance alignment, with CEO target compensation 79% in equity and 95% at-risk, and non-CEO NEOs at 60% equity and 93% at-risk.

  • ·Record date for stockholders: March 20, 2026
  • ·Meeting format: Virtual at www.virtualshareholdermeeting.com/TW2026
  • ·Proxy materials available on or about March 26, 2026 via www.proxyvote.com
  • ·Annual Report for year ended December 31, 2025 filed February 5, 2026
aTYR PHARMA INCDEF 14Aneutralmateriality 7/10

26-03-2026

aTyr Pharma, Inc. will hold its 2026 Annual Meeting of Stockholders on May 11, 2026, at 9:00 a.m. PT to elect three Class II directors for terms until 2029, ratify Ernst & Young LLP as independent auditors for FY 2026, approve advisory vote on named executive officer compensation, amend the 2015 Stock Option and Incentive Plan, and amend the Restated Certificate of Incorporation to double authorized common shares from 170,000,000 to 340,000,000. The record date is March 16, 2026, with 98,051,212 shares of common stock outstanding. No financial performance metrics or period comparisons are detailed in the provided filing content.

  • ·Annual Meeting location: 10240 Sorrento Valley Road, Suite #300, San Diego, CA 92121
  • ·Proxy voting deadline: 11:59 p.m. Eastern Time on May 10, 2026 via internet or telephone
  • ·Notice of Internet Availability of Proxy Materials mailed on or about March 26, 2026
Archer-Daniels-Midland CoDEF 14Aneutralmateriality 7/10

26-03-2026

Archer-Daniels-Midland Company's DEF 14A Proxy Statement, filed March 26, 2026, for the annual stockholder meeting seeks approval for election of directors to one-year terms, advisory vote on 2025 executive compensation, ratification of independent auditors, amendment to the 2020 Incentive Compensation Plan, and a stockholder proposal for a report on pesticide use in regenerative agriculture disclosures. The document details board composition, governance practices, director nominees' qualifications, and executive compensation elements including equity awards, pensions, and pay-versus-performance disclosures for fiscal years 2021-2025, with no specific performance declines or improvements quantified. It emphasizes ADM's role as a global agricultural supply chain manager focused on nutrition, sustainability, and biofuels.

  • ·Proxy materials first provided to stockholders on or about March 26, 2026
  • ·Covers fiscal year ended December 31, 2025
  • ·XBRL disclosures for PEO and Non-PEO NEO compensation components across 2021-2025
INDEPENDENT BANK CORPDEF 14Aneutralmateriality 6/10

26-03-2026

INDEPENDENT BANK CORP (INDB) filed its DEF 14A Proxy Statement on March 26, 2026, inviting shareholders to the 2026 Annual Meeting on May 14, 2026, at 11:30 a.m., conducted virtually. The document discloses pay versus performance data, including detailed compensation adjustments such as pension actuarial changes, service costs, equity awards (vested/unvested/forfeited), dividends, and fair value modifications for principal executive officer Jeffrey Tengel and other named executive officers like Christopher Oddleifson, covering fiscal years 2021 through 2025. No specific financial performance metrics or period-over-period changes are detailed in the provided content.

  • ·Annual Shareholder Meeting: May 14, 2026, 11:30 a.m., virtual-only format
  • ·Compensation adjustments categories: Change in Actuarial Present Values of Pension, Increase for Service Cost and Prior Service Cost for Pensions, Deduction for Stock Awards and Option Awards, Increases for Equity Awards (Current Year Unvested/Vested, Prior Years Unvested/Vested), Equity Awards Forfeited, Value of Dividends and Other Earnings Paid, Change in Fair Value of Awards Modified
  • ·Covered periods: 2021-01-01 to 2021-12-31, 2022-01-01 to 2022-12-31, 2023-01-01 to 2023-12-31, 2024-01-01 to 2024-12-31, 2025-01-01 to 2025-12-31
Alto Neuroscience, Inc.DEF 14Aneutralmateriality 6/10

26-03-2026

Alto Neuroscience, Inc. (ANRO) filed a DEF 14A proxy statement for its 2026 Annual Meeting on May 12, 2026 (virtual webcast), seeking approval for election of two Class II directors (Raymond Sanchez, M.D. and Gwill York), ratification of Deloitte & Touche LLP as independent auditors for fiscal year 2026, and amendments to the 2024 Equity Incentive Plan and 2024 Employee Stock Purchase Plan to include pre-funded warrants in evergreen share reserve calculations. The Board recommends 'FOR' all four proposals. As of the record date March 16, 2026, 31,945,516 shares of common stock were outstanding and entitled to vote.

  • ·Annual Meeting voting deadline: 11:59 p.m. Eastern Time on May 11, 2026
  • ·Proposal 1 voting standard: Plurality (only 'For' votes count; withhold and broker non-votes have no effect)
  • ·Proposals 2-4 voting standard: Majority of votes cast (abstentions and broker non-votes excluded)
ALLIENT INCDEF 14Aneutralmateriality 7/10

26-03-2026

Allient Inc. (ALNT) has filed its definitive proxy statement for the 2026 Annual Meeting of Shareholders, to be held virtually on May 6, 2026, at 9:00 a.m. Eastern Time, with a record date of March 11, 2026. Shareholders are asked to vote on electing six directors, providing advisory approval of Named Executive Officers' compensation, and ratifying Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2026. As of the record date, 17,018,097 shares of Common Stock were issued and outstanding.

  • ·Voting methods: mail proxy card, online at www.proxyvote.com, telephone at 1-800-690-6903, or virtually at www.virtualshareholdermeeting.com/ALNT2026
  • ·Quorum requires majority of votes entitled from 17,018,097 outstanding shares
  • ·Directors elected by majority of votes cast; Proposals 2 and 3 by majority of votes cast (abstentions and broker non-votes not counted as votes cast)
Edwards Lifesciences CorpDEF 14Aneutralmateriality 7/10

26-03-2026

Edwards Lifesciences Corporation's 2026 DEF 14A Proxy Statement, filed March 26, 2026, provides pay versus performance disclosures for Principal Executive Officers, including former PEO Michael Mussallem (2021-2023) and current PEO Bernard Zovighian (2023-2025), alongside non-PEO Named Executive Officers across fiscal years 2021-2025. The filing details various compensation components such as equity awards, pension adjustments, and changes in fair value of equity awards granted in prior and current years. It also describes Board oversight of the Corporate Impact program, with no notable positive or negative performance metrics highlighted in the disclosures.

  • ·Fiscal periods covered: 2021-01-01 to 2021-12-31; 2022-01-01 to 2022-12-31; 2023-01-01 to 2023-12-31; 2024-01-01 to 2024-12-31; 2025-01-01 to 2025-12-31
  • ·Board communications address: c/o Corporate Secretary, Edwards Lifesciences Corporation, One Edwards Way, Irvine, California 92614
  • ·Corporate Impact Report posted at www.edwards.com/impact-report
  • ·Potential director election date reference: 2025-05-08
KLX Energy Services Holdings, Inc.DEF 14Amixedmateriality 8/10

26-03-2026

KLX Energy Services Holdings, Inc. (KLXE) reported 2025 fiscal year revenues of $636.6 million and Adjusted EBITDA of $76.1 million, with positive cash flow from operating activities of $7.5 million; however, the company recorded an operating loss of $30.3 million and a net loss of $77.1 million ($4.12 per diluted share). This DEF 14A proxy statement for the 2026 Annual Meeting proposes board declassification, election of two Class II directors, advisory say-on-pay approval (following 44.9% support in 2025), elimination of supermajority voting requirements for bylaws and charter amendments, and ratification of Deloitte & Touche LLP as auditor. Governance highlights include six independent directors out of seven and recent adoption of stock ownership guidelines.

  • ·Annual Meeting record date: March 17, 2026
  • ·Fiscal year ended December 31, 2025
  • ·Proposals include Declassification Amendment, Bylaw Supermajority Amendment, and Charter Supermajority Amendment
  • ·2025 net loss per diluted share: ($4.12)
IN8BIO, INC.DEF 14Aneutralmateriality 6/10

26-03-2026

IN8BIO, Inc. (INAB) filed a DEF 14A proxy statement dated March 26, 2026, for its 2026 Annual Meeting of Stockholders, proposing the election of two Class II directors: Peter Brandt (age 68, director since 2019) and Corinne Epperly (age 48, director since 2023). The company's board consists of six directors in a classified structure, with Class III directors (William Ho) serving until 2027 and Class I directors (Emily Fairbairn, Jeremy Graff, Luba Greenwood) until 2028. The board unanimously recommends voting for both nominees, who bring extensive life sciences and biotech experience.

  • ·Class II directors' terms, if elected, expire at 2029 Annual Meeting.
  • ·Peter Brandt: Age 68, director since 2019.
  • ·Corinne Epperly: Age 48, director since December 2023.
  • ·William Ho: Age 50, director since 2015.
  • ·Emily Fairbairn: Age 64, director since 2021.
  • ·Jeremy Graff: Age 56, director since 2023, interim chair since February 2026.
  • ·Luba Greenwood: Age 47, director since 2021.
  • ·No family relationships among executive officers or directors.
DraftKings Inc.DEF 14Aneutralmateriality 7/10

26-03-2026

DraftKings Inc. (DKNG) filed a DEF 14A proxy statement dated March 26, 2026, for its Annual Meeting to elect 11 directors, each to serve until the next annual meeting. Nominees include CEO and Chairman Jason D. Robins (45), co-founders Paul Liberman (President, Operations, 42) and Matthew Kalish (President, DraftKings North America, 44; transitioning out of executive role effective March 31, 2026, but remaining director), Vice Chairman Harry E. Sloan (76), and six other directors with expertise in technology, media, gaming, and SPACs. Voting requires a plurality, with results to be disclosed via Form 8-K within four business days post-meeting.

  • ·Company mailing address: 222 Berkeley St., Fifth Floor, Boston, MA 02116.
  • ·If nominees unavailable, proxies voted for substitutes or board size reduced per Bylaws.
  • ·Director ages: Harry E. Sloan 76, Valerie Mosley 66, Gregory W. Wendt 64, Marni M. Walden 59, Steven J. Murray 57, Ryan R. Moore 52, Jocelyn Moore 49, Woodrow H. Levin 47.
Liberty Media CorpDEF 14Apositivemateriality 8/10

26-03-2026

Liberty Media's 2026 proxy statement highlights a strong 2025 performance with Formula 1 achieving record revenue up 14% YoY driven by 10% sponsorship growth, record attendance of over 6.7 million (up 4%), and key partnerships including a landmark Apple media rights deal in the U.S.; MotoGP attendance rose 21% to over 3.66 million following its July 2025 acquisition. The proxy seeks approval for director elections, auditor ratification, conversion from Delaware to Nevada corporation for long-term savings and reduced litigation risk, and adjournment if needed. No declines or flat metrics were reported in the 2025 review.

  • ·Completed split-off of Liberty Live Group in December 2025, eliminating tracking stock structure.
  • ·Annual meeting scheduled for May 11, 2026, virtually via www.virtualshareholdermeeting.com/LMC2026.
  • ·F1 promoter renewals and additions including Portugal return in 2027; MotoGP Australia GP to Adelaide in 2027.
Ingram Micro Holding CorpDEF 14Aneutralmateriality 6/10

26-03-2026

Ingram Micro Holding Corporation's DEF 14A proxy statement solicits votes for its 2026 Annual Meeting on May 13, 2026, to elect four Class II directors (Bryan Kelln, Mary Ann Sigler, Sharon Wienbar, Eric Worley) to three-year terms expiring in 2029, approve on a non-binding advisory basis the Fiscal Year 2025 named executive officer compensation, and ratify PricewaterhouseCoopers LLP as independent auditors for Fiscal Year 2026. As a controlled company, Platinum Equity retains approximately 85.7% of the voting power, exempting it from certain NYSE independence requirements, with a 13-member board featuring a Platinum-affiliated majority. The Board unanimously recommends voting 'FOR' all proposals.

  • ·Stockholders of record as of March 19, 2026, entitled to vote
  • ·Annual Meeting held virtually at www.virtualshareholdermeeting.com/INGM2026
  • ·Fiscal Year 2025 ended December 27, 2025; Fiscal Year 2026 ends January 2, 2027
  • ·Company completed IPO in October 2024 following Platinum acquisition in July 2021
NEWMONT Corp /DE/DEF 14Apositivemateriality 8/10

26-03-2026

Newmont Corporation's 2026 Proxy Statement reflects on a strong 2025 with record earnings, free cash flow, all-time high stock price, $1.1B returned to stockholders via dividends, completion of a $3.0B share repurchase program ($2.3B repurchased in 2025), and announcement of an additional $3.0B repurchase program. The company launched the Always Safe program achieving zero fatalities and completed an orderly CEO transition from Tom Palmer to Natascha Viljoen on January 1, 2026. Stockholders will vote on electing 12 directors, advisory approval of executive compensation, and ratification of Ernst & Young LLP as auditors at the virtual annual meeting on May 12, 2026.

  • ·Annual Meeting: May 12, 2026, 8:00 a.m. Mountain Daylight Time, virtual at https://meetnow.global/MQD4CLQ
  • ·Record Date: March 16, 2026
  • ·Proxy materials first sent: On or about March 31, 2026
ZoomInfo Technologies Inc.DEF 14Aneutralmateriality 5/10

26-03-2026

ZoomInfo Technologies Inc. (GTM) filed its definitive proxy statement (DEF 14A) on March 26, 2026, for the virtual Annual Meeting of Stockholders on May 14, 2026, at 12:00 p.m. ET. Stockholders are asked to elect three Class III directors to serve until the 2029 annual meeting, ratify KPMG LLP as independent registered public accounting firm for 2026, and approve named executive officer compensation on an advisory basis. The record date for voting eligibility is March 17, 2026.

  • ·Meeting format: virtual via live audio webcast at www.virtualshareholdermeeting.com/GTM2026; 16-Digit Control Number required to join.
  • ·Voting methods: Internet, telephone, proxy card, or during the virtual meeting.
ADVANCED ENERGY INDUSTRIES INCDEF 14Apositivemateriality 8/10

26-03-2026

Advanced Energy reported robust 2025 results with revenue growing 21% YoY to the second-highest level in company history; Data Center Computing revenue more than doubled, Semiconductor revenue reached its second-highest level, while Industrial and Medical revenue bottomed in Q1 before three quarters of sequential growth. The company launched 26 new product platforms, doubled output at Philippines and Mexico factories, and progressed on a new 500,000 sq ft Thailand factory providing over $1B incremental capacity. The 2026 Annual Meeting proxy seeks stockholder approval for electing 10 directors, ratifying Ernst & Young LLP as auditors, advisory approval of NEO compensation, increasing authorized common shares from 70M to 140M, and amending the 2023 Omnibus Incentive Plan.

  • ·2026 Annual Meeting scheduled for May 7, 2026, at 8:00 a.m. MDT at The Elizabeth Hotel, 111 Chestnut Street, Fort Collins, CO 80524.
  • ·Record date for stockholders: March 16, 2026.
  • ·All 10 director nominees are current directors recommended by the Nominating, Governance & Sustainability Committee.
PEABODY ENERGY CORPDEF 14Apositivemateriality 8/10

26-03-2026

Peabody Energy Corporation's DEF 14A proxy statement for the 2026 Annual Meeting on May 7, 2026, seeks stockholder approval for electing 10 directors for one-year terms, advisory approval of named executive officers' compensation, approval of the 2026 Incentive Plan, and ratification of Ernst & Young LLP as independent auditors for 2026. The company reports strong 2025 performance with record safety results, increasing volumes, cost discipline, and solid cash flow generation despite sharply lower seaborne pricing, while advancing Centurion Mine development and balance sheet strength. Governance highlights include a non-executive chair, 9 of 10 independent directors, annual board evaluations, and stockholder rights such as proxy access and special meeting calls.

  • ·Record Date: March 12, 2026
  • ·Annual Meeting: May 7, 2026, 9:00 a.m. Central Time, virtual at www.virtualshareholdermeeting.com/BTU2026
  • ·Board: 9 of 10 directors independent, non-executive chair
  • ·2026 Priorities: safe operations, Centurion Mine full performance, high Adjusted EBITDA-to-capex margins, balance sheet strength, commercial opportunities from land/coal resources
CNX Resources CorpDEF 14Apositivemateriality 8/10

26-03-2026

CNX Resources Corp's DEF 14A proxy statement for the May 7, 2026 annual shareholder meeting highlights 2025 performance, including $1.0 billion in net cash provided by operating activities generating $646 million in free cash flow (FCF), extending 24 consecutive quarters of positive FCF. The company repurchased 16.9 million shares for $528 million (average $31.00 per share), completed a $518 million acquisition of Apex Energy II assets, generated $66 million from RMG sales on 17.3 Bcf, and reduced shares outstanding 37% to 142.4 million since the 2020 peak. Balance sheet ended 2025 with $2.4 billion long-term debt after $137 million adjusted net debt reduction since Q3 2020.

  • ·24 consecutive quarters of positive FCF through Q4 2025.
  • ·Weighted average maturity of senior unsecured debt ~5 years as of Q4 2025.
  • ·Radical Transparency program: nearly 1 million datapoints projected by mid-2026, transmitted to PADEP.
  • ·Annual meeting date: May 7, 2026.
Eastern Bankshares, Inc.DEF 14Apositivemateriality 7/10

26-03-2026

Eastern Bankshares, Inc.'s DEF 14A proxy statement details 2025 executive compensation, including no base salary increases for most NEOs (flat performance) except a 4.2% rise for Mr. Westermann due to expanded role, MIP payouts at 110% of target for most NEOs and 143% for Westermann based on operating net income, and LTIP grants of 60% PSUs/40% RSUs with the prior 2023-2025 PSU cycle earning 93.1% of target (slightly below full payout). One-time RSU grants were made to Mr. Westermann ($500,000) and Mr. Sheahan ($2.3M) related to role expansion and Cambridge Trust merger integration. Shareholders approved the program with 94.2% say-on-pay support.

  • ·2025 PSU grants measured over January 1, 2025 - December 31, 2027 based on relative TSR vs. KRX Banks, Operating Net Income Growth, and Average Operating ROATCE.
  • ·RSUs vest in equal installments over three years tied to grant date anniversary.
  • ·Compensation governance includes stock ownership guidelines, double-trigger change in control, clawback policy, and no repricing of underwater awards.
Targa Resources Corp.DEF 14Aneutralmateriality 7/10

26-03-2026

Targa Resources Corp. (TRGP) issued its DEF 14A proxy statement dated March 26, 2026, for the 2026 Annual Meeting of Stockholders on May 21, 2026, at 8:00 a.m. Central Time in Houston, TX, with a record date of March 24, 2026. Stockholders will vote on Proposal One (election of four Class I directors to serve until 2029), Proposal Two (ratification of PricewaterhouseCoopers LLP as independent auditors for 2026), and Proposal Three (advisory vote on 2025 named executive officer compensation). As of the record date, 214,801,969 shares of common stock were outstanding; the company provides midstream services in Gathering and Processing and Logistics and Transportation segments across key U.S. basins.

  • ·Quorum requires majority of outstanding shares present in person or by proxy.
  • ·Board recommends voting FOR all three proposals.
  • ·Voting details: Proposal One majority of votes cast; Proposals Two and Three majority of shares present and entitled to vote.
  • ·Operations in Permian Basin, Eagle Ford Shale, Barnett Shale, Anadarko/Ardmore/Arkoma Basins, Williston Basin.
OSHKOSH CORPDEF 14Amixedmateriality 8/10

26-03-2026

Oshkosh Corporation's 2026 Proxy Statement highlights 2025 financial performance with revenue of $10.4 billion, down 2.9% YoY, and operating income of $939.5 million, down 7.0% YoY, amid international trade challenges and cautious customer spending. However, net cash from operating activities rose 42% to $783.4 million, cash returned to shareholders increased 73% to $408.4 million, and the company announced an 11.8% dividend hike to $0.57 per share, supported by a $14.2 billion backlog. The meeting on May 5, 2026, includes director elections, auditor ratification, say-on-pay, and a shareholder proposal on director majority votes.

  • ·Annual Meeting: May 5, 2026, 8:00 a.m. CDT, virtual at virtualshareholdermeeting.com/OSK2026; record date March 2, 2026.
  • ·Board recommends FOR director elections (10 nominees), auditor ratification, say-on-pay; AGAINST shareholder proposal on directors failing majority vote.
  • ·Named to Dow Jones Sustainability World Index (7th year) and Ethisphere’s World’s Most Ethical Companies (10th year).
1stdibs.com, Inc.DEF 14Aneutralmateriality 4/10

26-03-2026

1stdibs.com, Inc. (DIBS) filed its definitive proxy statement (DEF 14A) on March 26, 2026, for the virtual 2026 Annual Meeting of Stockholders on May 7, 2026, at 1:00 p.m. ET. The meeting includes voting on the election of two Class II directors to serve until the 2029 annual meeting and ratification of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026. The record date is March 10, 2026, with stockholders encouraged to vote via internet, telephone, mail, or at the virtual meeting using a 16-digit control number.

  • ·Virtual meeting access: www.virtualshareholdermeeting.com/DIBS2026
  • ·Voting options: www.proxyvote.com (internet), 1-800-690-6903 (telephone)
  • ·Company address: 300 Park Avenue South, 10th Floor, New York, New York 10010
  • ·Transfer agent: Equiniti Trust Company, LLC (formerly American Stock Transfer & Trust Company)
Liberty Broadband CorpDEF 14Aneutralmateriality 6/10

26-03-2026

Liberty Broadband Corporation's DEF 14A proxy statement solicits votes for the 2026 Annual Meeting on May 11, 2026, for the election of Class III directors John C. Malone, Gregg L. Engles, and John E. Welsh III to serve until 2029, and ratification of KPMG LLP as independent auditors for the fiscal year ending December 31, 2026. The company notes its principal asset is ownership in Charter, the second-largest U.S. cable operator, and the completion of the GCI Liberty spin-off in July 2025. Governance highlights include 75% independent directors, separate Chairman and CEO roles, and strong oversight practices with no reported issues.

  • ·Annual meeting held virtually on May 11, 2026 at 11:15 a.m. Mountain time via www.virtualshareholdermeeting.com/LBRD2026.
  • ·Record date: March 23, 2026, 5:00 p.m. New York City time for holders of LBRDA, LBRDB, and LBRDP.
  • ·2025 Form 10-K filed with SEC on February 5, 2026.
  • ·Notice of proxy materials mailed on or about March 27, 2026.
CENTENE CORPDEF 14Amixedmateriality 9/10

26-03-2026

Centene's 2026 proxy statement highlights a challenging 2025 with adjusted diluted EPS of $2.08, below initial outlook due to Medicaid volatility and Marketplace risk pool shifts, prompting program exits and lowered guidance. However, Q4 execution improved results slightly ahead of October expectations, with strong operational metrics including 93.3% member satisfaction from 2.9 million surveys and $38 million in prevented fraudulent payments. Looking to 2026, the company anticipates adjusted diluted EPS exceeding $3.00, representing over 40% YoY growth, alongside $174.6 billion in 2025 premium and service revenues, 27.6 million members, and 61,100 employees.

  • ·Annual Meeting: May 12, 2026, 10:00 AM CT at Centene Plaza, St. Louis, MO; Record Date: March 13, 2026.
  • ·#1 carrier in Health Insurance Marketplace; #42 FORTUNE GLOBAL 500 (2025); #23 FORTUNE 500 (2025).
  • ·Proposals: (1) Elect 9 directors (FOR); (2) Advisory vote on NEO compensation (FOR); (3) Ratify KPMG (FOR); (4) Stockholder proposal (AGAINST).
  • ·Double-digit improvements since 2023 in blood pressure, diabetes control, maternal/child health across Medicaid, Medicare, Marketplace.
Invitation Homes Inc.DEF 14Apositivemateriality 7/10

26-03-2026

Invitation Homes Inc.'s 2026 DEF 14A Proxy Statement outlines robust corporate governance, featuring 9 director nominees (8 independent, or 89%), average tenure of 5.3 years, and 33% women or racially/ethnically diverse representation among nominees. The Board separates Chairperson (Michael D. Fascitelli) and CEO (Mr. Tanner) roles, with independent chairs for all four standing committees, and emphasizes practices like annual elections, proxy access, and no stockholder rights plan without approval. As of December 31, 2025, most non-employee directors hold 5,584 unvested RSUs each, while former director Mr. Bronson receives a prorated $315,000 consulting fee following his term end on May 15, 2025.

  • ·John B. Rhea, previously determined independent, is not being nominated for re-election.
  • ·Stock ownership requirements: CEO at 6X base salary; non-CEO executives at 3X base salary; non-employee directors at 5X annual cash retainer.
  • ·Board limits: no director to serve more than 15 years; no committee chair more than 5 years in role.
  • ·Filing date: March 26, 2026; covers fiscal year ended December 31, 2025.
BANC OF CALIFORNIA, INC.DEF 14Apositivemateriality 7/10

26-03-2026

Banc of California delivered strong 2025 performance, with adjusted EPS up 69% to $1.35, total revenue increasing 12%, adjusted pre-tax pre-provision income up 39%, loan production and disbursements up 31% to $9.6B, and return on tangible common equity expanding 319 basis points to 10.75% in Q4, while repurchasing 13.6 million shares (8% outstanding) and achieving 28% TSR outperforming the KRX peer index at 7%. Credit quality improved with special mention loans at 1.83% and nonperforming loans at 0.64%. However, approximately $6B in sub-optimally priced multifamily loans and $2B in long-dated lower-yielding held-to-maturity securities remain as legacy assets expected to provide future tailwinds.

  • ·2026 Annual Meeting of Stockholders: May 6, 2026, at 8:00 A.M. PDT, virtual at www.virtualshareholdermeeting.com/BANC2026.
  • ·Proposals: (I) Election of ten directors; (II) Ratification of Ernst & Young LLP as independent auditors for 2026; (III) Advisory approval of named executive officer compensation (Say-on-Pay); (IV) Approval of Second Amended and Restated 2018 Omnibus Stock Incentive Plan.
  • ·Record date: March 13, 2026.
  • ·Annual Report on Form 10-K for year ended December 31, 2025, filed February 27, 2026.
Essent Group Ltd.DEF 14Apositivemateriality 8/10

26-03-2026

Essent Group Ltd. reported strong 2025 financial performance with net income of $690.0 million ($6.90 per diluted share) and a 12.1% return on average equity, supported by GAAP equity of $5.8 billion, a PMIERs sufficiency ratio of 169%, and $700 million returned to shareholders via repurchases and dividends. However, insurance in force grew only 2% YoY to $248.4 billion amid a challenging origination environment with elevated interest rates. The proxy statement seeks shareholder approval for electing Class III directors, re-appointing PricewaterhouseCoopers LLP as auditors, and an advisory vote on executive compensation ahead of the May 6, 2026 Annual General Meeting.

  • ·98% of mortgage insurance policies subject to some form of reinsurance at year-end 2025.
  • ·New insurance written of $46.6 billion in 2025 with weighted average FICO score of 754.
  • ·Portfolio default rate of 2.50% at year-end 2025.
  • ·60% of high-quality fixed income portfolio rated Aaa to Aa at year-end 2025.
  • ·Share repurchases of 9.9 million shares at average price equal to 97% of year-end 2025 book value per share.
  • ·Quarterly dividend increased 13% to $0.35 per share in February 2026.
  • ·Annual General Meeting on May 6, 2026; Record Date March 6, 2026.
YETI Holdings, Inc.DEF 14Aneutralmateriality 5/10

26-03-2026

YETI Holdings, Inc. issued its definitive proxy statement for the 2026 Annual Meeting of Stockholders, to be held virtually on May 7, 2026, at 8:00 a.m. CDT. Stockholders are asked to vote on electing four Class II directors to serve until the 2029 Annual Meeting, advisory approval of named executive officer compensation (say-on-pay), frequency of future say-on-pay votes (recommending 1 year), and ratification of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending January 2, 2027. The record date for voting eligibility is March 10, 2026.

  • ·YETI operates in 12 countries.
  • ·Fiscal year ended January 3, 2026.
  • ·Proxy materials available at www.proxyvote.com.
XPLR Infrastructure, LPDEF 14Aneutralmateriality 7/10

26-03-2026

XPLR Infrastructure, LP's proxy statement discloses 2025 expenses under related-party agreements with NextEra Energy affiliates totaling approximately $136.2 million across MSA ($8.4M), O&M ($33.2M), ASA ($91.8M), EMA ($1.6M), Genesis ($0.2M), and CSCS ($0.8M), alongside $1,252 million in capitalized development and construction costs primarily for wind repowerings. On February 10, 2026, XPLR OpCo entered a sale and co-investment agreement to sell interconnection assets for $44 million cash and committed approximately $315 million for 49% equity in four battery storage joint ventures, with options for up to 500 MW additional sales. The filing also lists executive officers Alan Liu (President and CEO) and Jessica Geoffroy (CFO), both appointed January 27, 2025.

  • ·O&M annual fees per MW of nameplate capacity: wind $800-$3,100, solar $1,400-$2,100, storage $2,500 (excluding inflation adjustments)
  • ·Development fee for repowering: $50 per kW of nameplate capacity upon commercial operation
  • ·IDR fee under MSA suspended for quarters beginning January 1, 2023 through December 31, 2026
  • ·CSCS Agreement term: ten years from July 1, 2014, auto-renews for five-year periods
NMI Holdings, Inc.DEF 14Aneutralmateriality 7/10

26-03-2026

NMI Holdings, Inc. (NMIH) filed its DEF 14A proxy statement dated March 26, 2026, for the virtual 2026 Annual Meeting of Stockholders on May 14, 2026, at 8:30 a.m. Pacific Time, with a record date of March 16, 2026. Shareholders are asked to vote on the election of nine directors, an advisory (non-binding) approval of named executive officers' compensation, and ratification of BDO USA, P.C. as independent auditors. No financial performance metrics or period-over-period comparisons are detailed in the provided content.

  • ·Voting methods: online at www.proxyvote.com, phone at 1-800-690-6903, or mail for record stockholders.
  • ·Advance voting closes at 11:59 p.m. ET on May 13, 2026; online voting available during the meeting until closed.
  • ·Nine director nominees to be elected by plurality vote.
  • ·XBRL tags reference Pay vs. Performance data for PEO and Non-PEO NEOs across 2021-2024, including equity award adjustments, but specific values not provided in content.
GRAY MEDIA, INCDEF 14Aneutralmateriality 7/10

26-03-2026

Gray Media, Inc. (GTN-A) filed its DEF 14A proxy statement dated March 26, 2026, for the 2026 Annual Meeting of Shareholders on May 6, 2026, at 11:30 a.m. ET in Atlanta, with record date March 6, 2026. Proposals include election of ten directors by plurality vote, non-binding advisory approval of named executive officer compensation, and ratification of RSM US LLP as independent auditors for the year ending December 31, 2026, all recommended FOR by the Board. As of record date, 92,912,582 shares of common stock (1 vote each) and 9,869,307 shares of Class A common stock (10 votes each) were outstanding, requiring 95,802,827 votes for quorum.

  • ·Proxy materials available at www.proxyvote.com, including 2025 Form 10-K.
  • ·Voting methods: internet (www.proxyvote.com), phone (1-800-690-6903), mail, or in person.
  • ·Revocation deadline: 11:59 p.m. ET on May 5, 2026 for internet/telephone votes.
  • ·Broker non-votes counted for quorum but not for votes cast on proposals except potentially auditor ratification.
Farmers & Merchants Bancshares, Inc.DEF 14Aneutralmateriality 6/10

26-03-2026

Farmers & Merchants Bancshares, Inc.'s DEF 14A proxy statement discloses 3,235,707 shares of common stock outstanding as of the record date, with all directors, nominees, and executive officers as a group beneficially owning 317,217 shares (9.80%) and 5% stockholders Barry J. and Carol E. Renbaum owning 328,377 shares (10.15%). The 2026 annual meeting proposes electing two Class IV directors, Robert G. Pollokoff and Teresa L. Smack, for terms expiring in 2030, while Edward A. Halle, Jr. retires at age 75, reducing board size from 10 to 9 with no growth or decline in board composition beyond this change. Directors' qualifications highlight business ownership, real estate, lending, and community involvement experience.

  • ·Board consists of 10 directors divided into four classes with 4-year staggered terms; no cumulative voting.
  • ·Mandatory retirement at age 75 per Bylaws; Edward A. Halle, Jr. retiring at annual meeting conclusion.
  • ·All directors also serve on the Bank Board.
ZIFF DAVIS, INC.DEF 14Apositivemateriality 8/10

26-03-2026

Ziff Davis' DEF 14A proxy statement for the May 6, 2026 virtual annual meeting highlights 2025 financial strength, including $407 million in cash from operating activities, $288 million in free cash flow, and revenue growth for the second consecutive year. The company repurchased nearly 4.9 million shares for $174 million, deployed $69 million on acquisitions, ended with $700 million in cash and long-term investments, and announced a $1.2 billion sale of its Connectivity division. Stockholders will vote on electing eight directors, ratifying KPMG LLP as auditors for fiscal 2026, and approving named executive officer compensation on an advisory basis.

  • ·Record date for annual meeting: March 13, 2026
  • ·Annual meeting: May 6, 2026 at 9:30 a.m. ET, virtual at www.virtualshareholdermeeting.com/ZD2026
  • ·Pay vs. performance disclosures for PEO Vivek Shah covering 2021-2025 (specific values not provided in filing excerpt)
PureCycle Technologies, Inc.DEF 14Amixedmateriality 7/10

26-03-2026

PureCycle Technologies, Inc. is soliciting written consents from holders of 5,893,827 outstanding PCT Warrants (each exercisable for one share of Common Stock at $11.50 per share) to approve a Warrant Amendment reducing the Redemption Trigger Price from $18.00 to $14.38 per share and extending the Expiration Date from June 17, 2026, to the earlier of March 17, 2027, or redemption, effective June 17, 2026 if approved by majority consent by April 16, 2026. Approval could enable approximately $67.8 million in aggregate exercise proceeds for general corporate purposes including global expansion. However, the lower trigger may accelerate redemptions and cause dilution to existing shareholders, while rejection risks warrants expiring worthless at current out-of-the-money status.

  • ·Record Date for consent eligibility: March 17, 2026
  • ·Consent submission methods: mail, email to tabulations@betanxt.com, or internet at www.proxypush.com/PCT
  • ·Board unanimously recommends consenting to the Warrant Amendment
  • ·Revocations accepted until sufficient consents received, via email to tabulations@betanxt.com
OMNICOM GROUP INC.DEF 14Apositivemateriality 8/10

26-03-2026

Omnicom Group Inc.'s 2026 Definitive Proxy Statement details the virtual annual shareholder meeting on May 5, 2026 (record date March 9, 2026), seeking votes to elect 14 director nominees (12 independent, including new additions Philippe Krakowsky, Patrick Q. Moore, and E. Lee Wyatt Jr. from the acquired IPG), approve executive compensation on an advisory basis, and ratify KPMG LLP as auditors for fiscal year ending December 31, 2026. The statement highlights the successful IPG acquisition closed November 26, 2025, launch of the Omni AI-powered marketing intelligence platform, a $5 billion share repurchase program, and strong governance practices including shareholder engagement with holders of 75% of shares (30% participated). No declines or flat metrics are noted, with emphasis on board refreshment, diversity (7 women/7 men), and leadership continuity under Chairman and CEO John Wren.

  • ·Annual meeting held virtually only at www.virtualshareholdermeeting.com/OMC2026 at 10:00 a.m. EDT on May 5, 2026.
  • ·Three new IPG directors joined Board on November 26, 2025 (Closing Date of acquisition); Cassandra Santos joined January 1, 2024.
  • ·Board diversity: 7 women and 7 men; 4 Black, 2 Hispanic, 8 White directors among nominees.
DIRTT ENVIRONMENTAL SOLUTIONS LTDDEF 14Aneutralmateriality 6/10

26-03-2026

DIRTT Environmental Solutions Ltd filed its DEF 14A Proxy Statement on March 26, 2026, for the annual shareholder meeting, recommending votes FOR the election of 7 directors, FOR the appointment of PricewaterhouseCoopers LLP as auditors, FOR the advisory say-on-pay resolution, and for a TWO YEARS frequency on future say-on-pay votes. As of the record date March 18, 2026, 193,347,412 common shares were issued and outstanding, with a quorum requiring 33 1/3% or 64,449,137 votes; no other matters are anticipated. Proxy materials are available online, with voting deadlines of May 5, 2026 at 10:00 a.m. MDT for proxies.

  • ·Record Date: March 18, 2026
  • ·Proxy submission deadline: May 5, 2026 at 10:00 a.m. MDT
  • ·Currency translation: C$1.3712 = US$1.00 (daily average exchange rate as of December 31, 2025 per Federal Reserve H.10)
  • ·Transfer agent: Computershare Trust Company of Canada
  • ·Proxy materials first available: on or about March 26, 2026
TRACTOR SUPPLY CO /DE/DEF 14Apositivemateriality 8/10

26-03-2026

Tractor Supply's DEF 14A proxy statement for the May 14, 2026 annual meeting highlights 2025 record sales of $15.5 billion, marking over 31 consecutive years of revenue growth, and over $1 billion in earnings for the fourth consecutive year, driven by 99 new store openings, Neighbor’s Club growth, and strategic initiatives under the Life Out Here 2030 Strategy. The meeting seeks to elect 10 directors, ratify Ernst & Young LLP as auditors for fiscal 2026, and approve say-on-pay for named executives, whose CEO target compensation is 89% variable with additional November 2025 retention equity (60% PSUs, 40% RSUs). The company invested in its ~52,000 team members and donated over $15 million to communities.

  • ·Annual meeting: May 14, 2026, 8:00 a.m. CT, virtual at meetnow.global/M2USMND.
  • ·Record date: March 16, 2026.
  • ·Board recommends FOR all three proposals: elect 10 directors, ratify auditors, say-on-pay.
  • ·Recognized as Great Place to Work for 6th year.
  • ·Fiscal year ending December 26, 2026.
Franklin Alternative Strategies FundsDEF 14Aneutralmateriality 5/10

26-03-2026

This DEF 14A proxy statement is for a Special Joint Meeting of Shareholders of Franklin Alternative Strategies Funds, Franklin Mutual Series Funds, and Franklin Value Investors Trust on June 4, 2026, to elect a Board of Trustees for each Trust, with the Boards recommending a vote FOR all ten trustee nominees. Shareholders of record as of March 13, 2026, are eligible to vote, one vote per share owned. No financial performance data or period comparisons are provided; the filing focuses on voting procedures, nominee details (not fully listed in excerpt), and meeting logistics.

  • ·Meeting location: One Franklin Parkway, San Mateo, California 94403-1906, at 1:00 p.m. Pacific time.
  • ·Record date: March 13, 2026.
  • ·Notice mailed on or about April 7, 2026.
  • ·Voting options: mail, internet (www.proxyvote.com), telephone ((844) 302-3127), or in person.
  • ·Proxy materials available at www.proxyvote.com.
PROG Holdings, Inc.DEF 14Apositivemateriality 7/10

26-03-2026

PROG Holdings, Inc. issued its 2026 Proxy Statement for the Annual Meeting on May 6, 2026, highlighting 2025 strategic progress including the acquisition of Purchasing Power to expand payroll deduction payments, Four Technologies BNPL GMV growth of 144.2% to $736.6M with active shoppers up 164%, and PROG Marketplace GMV nearly doubling to $82M. The meeting proposes electing 10 directors, advisory approval of executive compensation, ratification of Ernst & Young LLP as auditors, and amendment to the 2015 Equity and Incentive Plan. CEO Steven A. Michaels emphasized the three-pillar Grow, Enhance, Expand strategy and evolution to a multi-product ecosystem.

  • ·Annual Meeting date: May 6, 2026, at 8:00 a.m. Mountain Time, Little America Hotel, Salt Lake City, Utah.
  • ·Record date: March 9, 2026.
  • ·MoneyApp average expedited fee: $13 per transaction; no fee for standard delivery.
  • ·Over 70% of Progressive Leasing GMV subject to exclusive contracts into the 2030s.
Philip Morris International Inc.DEF 14Aneutralmateriality 7/10

26-03-2026

Philip Morris International Inc.'s 2026 DEF 14A Proxy Statement discloses 2025 compensation details for Named Executive Officers (NEOs), including maximum grant date fair values of PSUs at 200% performance led by CEO Jacek Olczak at $23,104,584. All Other Compensation for 2025 totaled $27,080 for Olczak, $1,260,178 for Stacey Kennedy (down from $2,313,631 in 2024 due to lower international assignment costs), and varied for others with some declines like Frederic de Wilde's from $253,550 in 2023. Pension value changes were driven by FX impacts and a $7,044,546 self-funded service credit purchase by Emmanuel Babeau.

  • ·Approximately 630 participants in the Global Long-Term Assignment Guidelines program.
  • ·Emmanuel Babeau's adjusted 2025 total compensation excluding voluntary pension contribution would be $11,815,068.
  • ·No incremental cost from personal use of Company aircraft for NEOs in 2025.
HANOVER INSURANCE GROUP, INC.DEF 14Apositivemateriality 8/10

26-03-2026

The Hanover Insurance Group's 2026 Proxy Statement outlines the annual shareholder meeting on May 12, 2026, for electing eight directors, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as auditor. It highlights strong 2025 financial performance including net income of $662.5 million, net written premiums up 3.9%, combined ratio of 91.6%, stock repurchases of $130.1 million, book value per share up 27.4%, and a 5.6% dividend increase. No declines or flat metrics are reported.

  • ·Annual meeting location: 440 Lincoln Street, Worcester, Massachusetts 01653 at 9:00 a.m. Eastern Time on May 12, 2026.
  • ·Record date: March 19, 2026.
  • ·Ten of eleven directors are independent; fully declassified Board effective 2027.
Guardian Pharmacy Services, Inc.DEF 14Aneutralmateriality 6/10

26-03-2026

Guardian Pharmacy Services, Inc. (GRDN) issued a DEF 14A proxy statement dated March 26, 2026, for its 2026 Annual Meeting on May 5, 2026, soliciting votes on director elections (plurality), advisory say-on-pay (majority), say-on-frequency (majority, board guided by plurality), and auditor ratification (majority, routine). As of the March 13, 2026 record date, 63,320,634 shares of common stock (Class A and B combined) were outstanding, with quorum requiring a majority present in person or by proxy. No financial performance metrics or period comparisons are detailed in the filing.

  • ·Annual Meeting location: 8909 Purdue Road, Suite 500, Indianapolis, IN 46268
  • ·Principal executive offices: 300 Galleria Parkway S.E., Suite 800, Atlanta, Georgia 30339
  • ·Proxy materials available at www.proxydocs.com/GRDN
  • ·Broker non-votes have no effect on non-routine proposals (1,2,3) but routine Proposal 4 allows discretionary voting
Paysign, Inc.DEF 14Apositivemateriality 7/10

26-03-2026

Paysign, Inc.'s DEF 14A proxy statement discloses 2025 director compensation remaining flat at $164,200 per non-employee director, primarily from $21,000 cash fees and $143,200 in restricted stock awards. Executive compensation saw significant increases YoY, with CEO Mark R. Newcomer total pay rising 104% to $2,754,265 driven by $1,398,000 in performance-based stock awards (targets achieved), Matthew Turner up 186% to $1,542,526, and new hire Michael Ngo at $1,489,712; however, no stock awards vested by year-end. No related party transactions occurred in 2025, and the Audit Committee confirmed financial statements for inclusion in the 10-K.

  • ·No related party transactions or material interests involving directors, officers, or 5% shareholders in 2025.
  • ·No employment contracts guaranteeing compensation or payments upon termination/change-in-control for NEOs.
  • ·Annual shareholder meeting scheduled for May 8, 2026.
  • ·All 2025 executive stock awards unvested as of December 31, 2025, despite achievement of performance targets.
POOL CORPDEF 14Aneutralmateriality 6/10

26-03-2026

Pool Corporation's DEF 14A Proxy Statement, filed March 26, 2026, solicits votes for its virtual-only 2026 Annual Meeting on April 29, 2026, at 9:00 a.m. ET, including election of nine director nominees, ratification of Ernst & Young LLP as independent auditors for fiscal 2026, and a non-binding advisory say-on-pay vote for named executive officer compensation. The record date is March 12, 2026, with 36,700,584 shares of common stock outstanding. No financial performance metrics or period-over-period comparisons are detailed in the provided content.

  • ·Virtual Annual Meeting access: www.virtualshareholdermeeting.com/POOL2026 (online check-in at 8:45 a.m. ET)
  • ·Quorum requirement: majority of 36,700,584 outstanding shares
  • ·Board unanimously recommends FOR all proposals
  • ·Proxy materials available at http://ir.poolcorp.com/proxy-statements-annual-reports
Liberty Live Holdings, Inc.DEF 14Apositivemateriality 7/10

26-03-2026

Liberty Live Holdings, Inc. is holding its 2026 Annual Meeting of Stockholders virtually on May 11, 2026, to vote on electing Bill Kurtz as Class I director until 2029, ratifying KPMG LLP as auditors for FY 2026, approving say-on-pay for named executive officers on an advisory basis, and selecting a 3-year frequency for future say-on-pay votes (board recommends FOR all). The company, split-off from Liberty Media in December 2025, operates through subsidiary Quint and affiliate Live Nation in live entertainment. Governance highlights include independent board oversight, separate Chairman/CEO, and strong practices like executive sessions and risk oversight.

  • ·Record date: March 23, 2026, 5:00 p.m. New York City time for LLYVA and LLYVB holders.
  • ·Meeting access: www.virtualshareholdermeeting.com/LLYV2026 (virtual only).
  • ·Series C LLYVK shares have no voting rights except as required by Nevada law.
  • ·Notice mailed on or about March 27, 2026; proxy materials available electronically.
  • ·Director since 2025; independent; chairs Nominating and Corporate Governance Committee; serves on Audit and Compensation Committees.
GCI Liberty, Inc.DEF 14Aneutralmateriality 6/10

26-03-2026

GCI Liberty, Inc. shareholders are asked to elect Richard R. Green and Jedd Gould as Class I directors to serve until the 2029 annual meeting, with the Board unanimously recommending a vote FOR both nominees. The six-member Board, all appointed in 2025, is divided into three classes, with Class II (Larry E. Romrell, Brian M. Deevy) terms expiring in 2027 and Class III (Ronald A. Duncan, John C. Malone) in 2028. Four directors are independent, and the Board emphasizes diverse expertise in telecommunications, media, technology, and finance.

  • ·Richard R. Green (age 88) joined July 2025; serves on Nominating & Corporate Governance (Chair), Audit, Compensation; prior CEO of CableLabs®.
  • ·Jedd Gould (age 58) joined November 2025; serves on Audit; CEO of Mediabids.
  • ·Brian M. Deevy (age 70) joined July 2025; prior Head of RBC CME Group.
  • ·Larry E. Romrell (age 86) joined July 2025; extensive TCI executive experience.
  • ·Ronald A. Duncan (age 73) joined July 2025; CEO of GCI since 2018.
  • ·John C. Malone (age 85) joined July 2025; Chairman; extensive Liberty Media history.
  • ·A plurality vote required for election; proxies may vote for substitutes if needed.
  • ·2025 Form 10-K available free from Investor Relations.
PRUDENTIAL FINANCIAL INCDEF 14Apositivemateriality 8/10

26-03-2026

Prudential Financial's 2026 Proxy Statement outlines key leadership changes, including Charles F. Lowrey stepping down from the Board to become Senior Advisor until June 30, 2026, Caroline Feeney's departure after 33 years, and new appointments such as Phil Waldeck as EVP and Head of U.S. Businesses and Brad Hearn as President and CEO of Prudential Holdings of Japan. The company sold its PGIM Taiwan business and entered an agreement to sell its Kenya insurance operations to focus on higher-growth opportunities, while refreshing the Board with new independent directors Thomas D. Stoddard, Joseph J. Wolk, and Maryann Mannen effective May 12, 2026. The Annual Meeting agenda includes election of 11 directors, ratification of PricewaterhouseCoopers LLP as auditors, advisory vote on executive compensation, and a shareholder proposal for an independent Board Chairman.

  • ·Annual Meeting of Shareholders scheduled for May 12, 2026, at 2:00 p.m. at 751 Broad Street, Newark, NJ 07102; record date March 13, 2026.
  • ·Financial strength ratings as of February 3, 2026: A.M. Best (A+), Fitch (AA-), S&P (AA-), Moody’s (Aa3).
  • ·More than half of employees work in Japanese operations.
  • ·Board meeting held in Tokyo in November 2025 to discuss Asian business priorities.
Evergy, Inc.DEF 14Amixedmateriality 8/10

26-03-2026

Evergy's 2026 Proxy Statement details 2025 executive compensation for NEOs, with CEO David A. Campbell's total rising 31% YoY to $9,537,018 driven by 42% higher stock awards ($7,004,446), while CFO W. Bryan Buckler's total declined 19% to $3,053,218 due to lower stock awards post-2024 inducement. Other NEOs showed mixed results: Charles A. Caisley's total increased 40% to $3,130,455 and Heather A. Humphrey's rose 15% to $2,173,949, but Cleveland O. Reasoner's data is reported only for 2025 at $2,501,421. Outstanding unvested equity awards at December 31, 2025, were valued at $10.3M for CEO at target performance.

  • ·CEO 2025 non-equity incentive plan compensation: $1,342,969 (11% YoY increase from $1,207,800)
  • ·Performance-based RSUs at maximum 2025 grant value for CEO: $10,133,658
  • ·Vested stock awards realized in 2025 for CEO: 30,927 shares worth $2,131,204
  • ·Pension changes only for Caisley ($200,238), Humphrey ($201,694), Reasoner ($190,993); CEO and CFO ineligible
  • ·Grants of plan-based awards include AIP targets e.g. CEO $1,406,250 and LTIP performance RSUs vesting March 1, 2028
CEMTREX INCDEF 14Aneutralmateriality 5/10

26-03-2026

Cemtrex Inc.'s DEF 14A proxy statement, filed March 26, 2026, seeks shareholder approval at the annual meeting for the election of four directors: Saagar Govil, Brian Kwon, Manpreet Singh, and Metodi Filipov, each for a one-year term. As of March 17, 2026, there are 10,078,089 shares of common stock outstanding, with directors and executives as a group owning 4 shares (less than 1%), 168,852 shares of Series 1 Preferred Stock (5.94% of 2,776,819 outstanding), and all 50,000 shares of Series C Preferred Stock (100%), the latter providing substantial voting influence via super-voting rights. No compensation or financial performance metrics are detailed in the provided content.

  • ·Saagar Govil appointed Chairman since June 2014, CEO/President since December 2011.
  • ·Paul J. Wyckoff appointed CFO January 6, 2025 (Interim CFO from January 28, 2022).
  • ·Brian Kwon appointed Director September 28, 2021.
  • ·Manpreet Singh appointed Director November 1, 2021.
  • ·Metodi Filipov appointed Director February 9, 2018.
  • ·Ages: Saagar Govil 39, Paul J. Wyckoff 56, Brian Kwon 38, Manpreet Singh 41, Metodi Filipov 61.
  • ·Annual Meeting proxies to be tabulated within four business days after the end of the meeting.
NEWELL BRANDS INC.DEF 14Amixedmateriality 8/10

26-03-2026

Newell Brands Inc. filed its DEF 14A Proxy Statement for the 2026 Annual Meeting, seeking stockholder approval for the election of eight director nominees following Judith A. Sprieser's retirement, reducing the board size from nine. Compensation highlights emphasize pay-for-performance, with 2023-2025 PRSUs earned at 93.8% of target and 2025 Bonus Plan payouts at 80% of target for CEO Mr. Peterson and other corporate NEOs, though 114% for Ms. Malkoski due to strong segment performance. No special awards were granted to NEOs in 2025, and targets were heavily weighted toward adjusted EPS, free cash flow productivity, core sales, and the FUEL initiative.

  • ·Judith A. Sprieser not standing for re-election, reducing Board to eight directors.
  • ·2025 LTIP PRSUs weighted 50% annual adjusted EPS and 50% three-year free cash flow productivity.
  • ·2025 Bonus Plan for corporate NEOs tied to adjusted EPS, adjusted operating cash flow, core sales, FUEL productivity, and forecast accuracy; Ms. Malkoski's weighted 30% corporate/70% segment.
  • ·Company maintains stock ownership guidelines for executives and non-employee directors.
  • ·PEO transition: Mr. Saligram (2021-2023 partial), Mr. Peterson (2023 partial-2025).

Get daily alerts with 12 investment signals, 10 risk alerts, 10 opportunities and full AI analysis of all 50 filings

🇺🇸 More from United States

View all →
US Executive Compensation Proxy SEC Filings — March 26, 2026 | Gunpowder Blog