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US Executive Compensation Proxy SEC Filings — March 11, 2026

Executive Compensation Insights

30 high priority30 total filings analysed

Executive Summary

Across 30 DEF 14A proxy statements, 2025 financial performance was predominantly strong with 18/30 filings highlighting YoY revenue growth averaging ~7% (e.g., PNC +7%, Levi +7% organic, Genpact +6.6%, Graco +6%), EPS expansion (Ryder +8.4%, Northern Trust +17%, C&F +38%), and robust capital returns including $3.9B shareholder payouts at PNC and $2.4B buybacks at MSCI. Positive sentiment dominates (14/30 filings), driven by innovation, M&A (PNC's FirstBank adding $26B assets post-2025), and expansions (Life Time's 10 new clubs, JNJ's Orthopaedics separation), while mixed/neutral tones appear in flat revenue cases like Valmont (~$4.1B unchanged YoY) and incentive declines (Triumph non-equity -2% YoY). Portfolio-level trends show financials leading with avg net income +20% YoY (PNC +18%, C&F +36%), industrials mixed (Graco sales +6% but TSR flat), and high insider alignment via equity-heavy comp (Triumph CEO stock awards $2.81M driving +31% total pay). Forward-looking catalysts cluster in April-May 2026 AGMs for comp votes (say-on-pay >90% historical approvals like AMETEK 95% avg), auditor ratifications, and director elections amid board refreshes (JNJ adding Pinto/Morikis, Levi chair transition). Capital allocation favors dividends (+5-8% at Smurfit/Graco) and buybacks (Life Time $500M new program), signaling confidence; however, controlled companies (Biglari, Travelzoo) exempt from some governance norms raise minor flags. Overall, bullish for growth names pre-AGM, with watch for say-on-pay risks in mixed comp filers.

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from March 10, 2026.

Investment Signals(12)

  • Exceptional 2025 performance in Oncology/Immunology, >2.8B Vermox doses, 26% GHG reduction 2021-2024, Orthopaedics separation for high-growth focus

  • $31.2B sales, $4.9B EBITDA (15.8% margin), exceeded $400M synergies, dividend +5% to $0.4523/share, 2030 Medium-Term Plan

  • Diluted EPS $11.99 (+8.4% YoY), comparable EBITDA $2.9B (+3.6% YoY) despite freight downturn, 3-yr TSR 146% vs S&P 400 +42%

  • Revenue +7% YoY to $8.1B, profit margin +1.8pp to 29.9%, ROE +1.1pp to 14.8%, EPS +17% to $9.00

  • Net income +18% YoY to $7.0B, revenue +7% to $23.1B, EPS +21% to $16.59, $3.9B returns ($2.6B div +$1.2B buybacks), FirstBank M&A adds $16B loans

  • FY25 revenues $6.3B (+7% organic), gross margin record 61.7%, adj EBIT margin +70bps to 11.4%, $363M returns +26% YoY

  • Double-digit EPS growth YoY, same-store growth all lines, record financing profitability via Driveway

  • GENPACT(BULLISH)

    Revenues $5.08B (+6.6% YoY), adj EPS +11.3% to $3.65, $401M shareholder returns, cash ops $813M (+4.5%)

  • MSCI(BULLISH)

    11th straight yr double-digit adj EPS growth, $3.3B run rate, $65M Q4 net-new subs, $2.4B buybacks +$557M div

  • Net income +36% YoY to $27.0M, EPS +38% to $8.29, ROE +23% to 11.11%, book value +15% to $80.64

  • Adj ROATE 64.93% of base (above baseline 60.32%), core ROAA 1.60% > target 1.11%, efficiency 59.11% < target 60.46%

  • Revenue +34% YoY in 2025 post-2024 correction, new SiXG301 SoC/Simplicity launches

Risk Flags(10)

  • Revenues flat ~$4.1B 2024-2025 YoY, mixed sentiment despite strong governance/say-on-pay 96.3%

  • CEO total pay +31% to $4.6M but non-equity incentive -2% YoY to $363K (-20% from 2023), other NEO incentives flat/down

  • 1-yr TSR flat 0.4% despite sales +6% YoY/$2.237B, operating earnings +10%, mixed sentiment

  • Controlled company exempt from NYSE rules, only 3/5 independent directors

  • Azzurro Capital (founder) holds 33.5% shares, specific option grants to CEO/GM/Engineering head for approval

  • Seeks renewal to sell shares below NAV (limit 25%/sale), 486M common +70M preferred outstanding

  • Aggressive 2026 club expansion (new sq ft = prior 2 yrs combined) risks execution amid high member growth

  • PIMCO FUNDS/Governance[LOW RISK]

    Joint meeting for trustee elections, major holders like Schwab up to 28.14% in PCM

  • Multi-year PEO transitions (Petz/Morikis), pension/equity details but no 2025 PoP metrics

  • No 2025 financial PoP or performance metrics detailed, neutral sentiment

Opportunities(10)

  • Post-2025 FirstBank close adds $26B assets/$23B deposits in CO/AZ, CET1 +10bps to 10.6%, 4th largest US branches

  • Orthopaedics separation to unlock high-growth MedTech/Innovative Medicine, record 2025 innovation-driven perf

  • New $500M buyback program post-strong 2025 (1.6M members, 10 new clubs), 2026 expansion acceleration

  • MSCI/Growth(OPPORTUNITY)

    Private markets +20% recurring sales YoY, wealth mgmt subs +11%, AI innovations, 11-yr EPS streak

  • 3-yr TSR 146% >> peers (+42% S&P MidCap, +36% DJ Transport) amid downturn resilience

  • Exceeded $400M goal, $1.5B FCF, 23M ton capacity, dividend growth into 2030 plan

  • GRACO INC/Payout(OPPORTUNITY)

    Div +8% to $1.10/share, $423M buybacks on $624.8M op earnings (+10% YoY), long-term TSR strong (10-yr 272%)

  • $18.7T custody/$1.8T AUM, revenue +7% YoY, ROE 14.8% on $177.1B assets

  • Record 61.7% gross/11.4% adj EBIT (+70bps), returns +26% YoY to $363M

  • 65th percentile ROA/ROE, 78th percentile 3-yr ROTCE, CEO incentives 52% of pay aligned

Sector Themes(6)

  • Financials Strength(BULLISH SECTOR)

    7/10 financials (PNC, Northern Trust, C&F, FCBC, Triumph) show avg net income/EPS +20% YoY (PNC +18-21%, C&F +36-38%), ROE/ROA up, $3.9B+ returns; implies resilient deposits/loans growth vs macro headwinds

  • Industrials Mixed Growth(CAUTION)

    6/12 industrials (Ryder, Valmont, Graco, Lithia, AMETEK, Knowles) avg revenue +5% YoY but outliers like Valmont flat; strong TSR (Ryder 146% 3-yr) offset by Graco 0.4% 1-yr

  • Capital Returns Surge(BULLISH)

    12/30 filings detail buybacks/div hikes (PNC $3.9B, MSCI $2.4B+div, Life Time $500M new, Smurfit/Graco div +5-8%), avg +10-25% YoY returns; signals high conviction, potential TSR drivers

  • Comp Alignment High(NEUTRAL-POSITIVE)

    Equity-heavy pay dominant (Triumph CEO $2.81M stock =61% total, >90% say-on-pay history like AMETEK 95%, Ryder 96%), but incentive cuts in mixed (Triumph -2-20%); favors long-term alignment

  • Board Refreshes(OPPORTUNITY)

    10/30 note changes (JNJ +2 new, Smurfit 2 step down, Levi chair succession, Sensient -1 to 9 members); diversity/skills emphasis (Valmont), potential governance uplift pre-AGMs

  • Neutral/No Metrics(MONITOR)

    10/30 neutral lack PoP data (Brixmor, Travelzoo, IBKR split-adjusted, Biglari controlled); watch for 10-K cross-refs, lower materiality but AGM votes key

Watch List(8)

  • Vote on NEO comp, new directors Pinto/Morikis, independent chair proposal (against); April 23, 2026 virtual

  • NEO comp advisory, director elections (2 stepping down), post-synergy 2030 plan updates; May 1, 2026 Dublin

  • Monitor FirstBank M&A execution post-Jan 5, 2026 close, CET1/loan trends; no specific date

  • Chair Eckert steps down post-April 22, 2026 AGM, Troy Alstead succeeds; sustainability proposal opposed

  • 2026 large-format clubs sq ft = prior 2 yrs, $500M buyback progress; AGM April 22, 2026

  • Flat 2025 revenues, peer group revised (added Atkore/AZZ/Timken); director noms 120 days pre-AGM

  • Non-equity incentives down 2-20% despite total pay up; watch 2026 plan vs peers

  • Multiple AGMs/Comp Votes
    👁

    Cluster April 21-30, 2026 (Northern Trust Apr21, Brixmor Apr22, Levi Apr22, etc.); say-on-pay, frequency, auditors; flag any <90% approvals

Filing Analyses(30)
JOHNSON & JOHNSONDEF 14Apositivemateriality 7/10

11-03-2026

Johnson & Johnson's 2026 Proxy Statement for the virtual Annual Meeting on April 23, 2026, seeks shareholder approval to elect 12 directors (including new members Daniel Pinto and John Morikis), advisory vote on NEO compensation, ratification of PricewaterhouseCoopers LLP as auditors, and recommends against a shareholder proposal for an independent board chair. The Lead Independent Director highlights exceptional 2025 financial performance driven by innovation in Oncology, Immunology, Neuroscience, Cardiovascular, Surgery, and Vision, alongside plans to separate the Orthopaedics business to focus on higher-growth areas. Credo initiatives report strong social impacts, including >2.8B Vermox doses delivered since 2006 and a 26% reduction in Scope 1 & 2 GHG emissions from 2021-2024, with high employee satisfaction ratings of 85-89%.

  • ·Record date: February 24, 2026
  • ·Annual Meeting: April 23, 2026, 10:00 a.m. ET, virtual at www.virtualshareholdermeeting.com/JNJ2026
Smurfit Westrock plcDEF 14Apositivemateriality 8/10

11-03-2026

Smurfit Westrock's 2026 Proxy Statement reports strong 2025 financial performance with $31.2B net sales, $4.9B Adjusted EBITDA (15.8% margin), and $1.5B Adjusted Free Cash Flow, exceeding the committed $400M synergy goal despite challenging market conditions in some countries. The Company increased its quarterly dividend by 5% to $0.4523 per share and launched a Medium-Term Plan guiding operations through 2030. At the May 1, 2026 AGM, shareholders will vote on electing 12 directors (with Terrell Crews and Lourdes Melgar stepping down), advisory approval of NEO compensation, and ratification of KPMG as auditor.

  • ·AGM location: Minerva Suite, RDS, Merrion Road, Ballsbridge, Dublin 4, D04 AK83, Ireland at 10:00 a.m. Dublin Time (registration 9:30 a.m.)
  • ·Record date: March 3, 2026
  • ·Paper and board manufacturing capacity: approximately 23 million tons per annum
RYDER SYSTEM INCDEF 14Apositivemateriality 8/10

11-03-2026

Ryder System Inc's 2026 Proxy Statement for the May 1, 2026 annual meeting highlights robust 2025 financial performance, including diluted EPS of $11.99 (up 8.4% from $11.06), comparable EPS of $12.92 (up 7.7% from $12.00), total revenue of $12.7B, net earnings of $499M (up 2.0% from $489M), and comparable EBITDA of $2.9B (up 3.6% from $2.8B), achieved amid a prolonged freight market downturn. The meeting proposes electing 11 directors (board recommends for all), ratifying PricewaterhouseCoopers LLP as auditors (for), advisory approval of NEO compensation (for), and an advisory shareholder proposal for an independent board chair (against). Three-year TSR reached 146%, outperforming S&P 400 MidCap (+42%) and Dow Jones Transportation average (+36%).

  • ·Record date for voting: March 2, 2026
  • ·Annual meeting location: The Breakers Palm Beach, One South County Road, Palm Beach, Florida 33480
  • ·Proxy materials first sent: on or about March 11, 2026
VALMONT INDUSTRIES INCDEF 14Amixedmateriality 8/10

11-03-2026

Valmont Industries' 2026 Proxy Statement details robust corporate governance, including a board where all directors except CEO Mr. Applbaum are independent, strict insider trading policies, and no Shareholder Rights Plan; director nominations emphasize diversity and skills, with recent additions like Paul T. Maass in 2026. Compensation targets market medians via FW Cook surveys of ~500 companies and a 16-company peer group, supported by strong say-on-pay votes (96.3% in 2025). However, company revenues remained flat at ~$4.1B from 2024 to 2025.

  • ·Shareholder director nominations must be submitted to Corporate Secretary at least 120 days before annual meeting.
  • ·Equity awards granted in February (PSUs) and December (options/RSUs); no timing to material nonpublic info.
  • ·Peer group revised in Oct 2025: removed Barnes Group (acquired), Comfort Systems, Hubbell, Xylem; added Atkore, AZZ, Timken.
  • ·Board additions: Joan Robinson-Berry and Ritu Favre (2020), Deborah Caplan (2024), Paul T. Maass (2026).
Brixmor Property Group Inc.DEF 14Aneutralmateriality 7/10

11-03-2026

Brixmor Property Group Inc. (BRX) issued its 2026 Definitive Proxy Statement (DEF 14A) filed on March 11, 2026, for the virtual Annual Meeting of Stockholders on April 22, 2026, at 9:00 a.m. EDT, with a record date of February 13, 2026. Key votes include election of nine director nominees, ratification of Deloitte & Touche LLP as independent auditors for 2026, a non-binding advisory approval of named executive officer compensation, and frequency of future say-on-pay votes (Board recommends one year). No financial performance metrics or period-over-period comparisons are detailed in the provided filing content.

  • ·Virtual meeting registration deadline: 11:59 p.m. EDT on April 20, 2026 at https://web.viewproxy.com/brixmor/2026
  • ·Proxy voting deadline for record holders: 11:59 p.m. EDT on April 21, 2026
  • ·2025 Annual Report on Form 10-K filed with SEC on February 9, 2026, for year ended December 31, 2025
  • ·Proxy materials available online at https://web.viewproxy.com/brixmor/2026 since March 11, 2026
NORTHERN TRUST CORPDEF 14Apositivemateriality 8/10

11-03-2026

Northern Trust Corporation's DEF 14A Proxy Statement for the 2026 Annual Meeting on April 21, 2026 (record date February 23, 2026), seeks approval for director elections, advisory vote on executive compensation, the 2026 Employee Stock Purchase Plan, and auditor ratification. As of December 31, 2025, the firm reported consolidated assets of $177.1B (up from prior periods implied by growth metrics), stockholders’ equity of $13.0B, assets under custody/administration of $18.7T, and assets under management of $1.8T, with 23,800 full-time equivalent employees. On a non-GAAP basis, 2025 financials showed revenue growth of 7% to $8.1B, expense growth of 5% to $5.7B, profit margin expansion of +1.8pp to 29.9%, ROE improvement of +1.1pp to 14.8%, and diluted EPS growth of 17% to $9.00.

  • ·Annual Meeting: April 21, 2026 at 10:30 a.m. Central Time, virtual at www.virtualshareholdermeeting.com/NTRS2026
  • ·Record date: February 23, 2026
  • ·24 U.S. offices (including Washington, D.C.), 22 international locations in Canada, EMEA, and APAC
  • ·Bank founded in 1889
PNC FINANCIAL SERVICES GROUP, INC.DEF 14Apositivemateriality 9/10

11-03-2026

PNC Financial Services Group reported strong 2025 financial performance with net income increasing 18% YoY to $7.0B, revenue up 7% to $23.1B, diluted EPS rising 21% to $16.59, loans growing 5% to $331.5B, and deposits up 3% to $440.9B. Non-interest expenses rose 2% YoY to $13.8B, but the company achieved 5% positive operating leverage and returned $3.9B to shareholders via dividends ($2.6B) and repurchases ($1.2B). Post-year end, PNC closed its acquisition of FirstBank on January 5, 2026, adding $26B in assets, $16B in loans, and $23B in deposits, significantly expanding its presence in Colorado and Arizona.

  • ·4th largest branch network in the U.S. with presence in the 30 largest U.S. markets.
  • ·CET1 capital ratio improved to 10.6% from 10.5%.
  • ·Book value per common share $140.44 (2025) vs $122.94 (2024).
  • ·Tangible book value per common share $112.51 (2025) vs $95.33 (2024).
  • ·Post-acquisition: 120 branches in Colorado; >70 in Arizona; leading bank in Denver by retail deposit share (20%) and branch share (14%).
  • ·2025 Form 10-K filed February 20, 2026; proxy materials accessible from March 11, 2026.
LEVI STRAUSS & CODEF 14Apositivemateriality 8/10

11-03-2026

Levi Strauss & Co. reported FY25 net revenues of $6.3B, up 7% organically, achieving a record gross margin of 61.7% and adjusted EBIT margin of 11.4% (up 70 basis points YoY), with adjusted diluted EPS of $1.34 and $363M returned to shareholders (up 26% from 2024). The proxy statement seeks shareholder approval for election of Class I directors, advisory vote on executive compensation, ratification of auditors, and opposes a shareholder proposal on sustainability ROI reporting. Board Chair Robert A. Eckert will step down after the April 22, 2026 annual meeting, with Troy Alstead succeeding him.

  • ·Annual shareholder meeting scheduled for April 22, 2026 at 10:30 a.m. PT via virtual webcast.
  • ·Shareholder record date: February 27, 2026.
  • ·Fiscal year ended November 30, 2025.
  • ·Board added four new independent directors over past three years: David Marberger, Artemis Patrick, Daniel Geballe, Jeffrey J. Jones II.
Triumph Financial, Inc.DEF 14Amixedmateriality 7/10

11-03-2026

Triumph Financial, Inc.'s 2026 Proxy Statement discloses 2025 executive compensation for five NEOs, with CEO Aaron P. Graft's total pay rising 31% YoY to $4.6M driven by higher stock awards ($2.81M), while non-equity incentive compensation fell 2% YoY to $363K and has declined 20% from 2023 levels. Other NEOs saw total comp increases of 20-41% YoY to $1.3M-$2.3M, but non-equity incentives were flat or down slightly (e.g., COO Edward J. Schreyer -2% to $250K). Stock grants on May 1, 2025, used $54.38/share closing price and Black-Scholes $28.35/option.

  • ·Stock option exercise price $54.38 and Black-Scholes value $28.35 per share for May 1, 2025 grants.
  • ·Performance-based RSU Monte Carlo valuations: $86.87/target share (bank peers), $97.43/target share (fintech peers).
  • ·All NEOs received $14,000 401(k) match in 2025; CEO club memberships $54,618.
  • ·Assuming max performance, 2025 PSUs valued at $4.44M for CEO at $54.38/share.
  • ·10-K for year ended Dec 31, 2025 filed Feb 11, 2026.
TRAVELZOODEF 14Aneutralmateriality 6/10

11-03-2026

Travelzoo's DEF 14A proxy statement for the virtual Annual Meeting of Stockholders on April 20, 2026, solicits votes to elect five board directors (each for a one-year term until 2027), approve option grants to the Global Chief Executive Officer (Proposal 2), General Manager U.S. (Proposal 3), and Head of Engineering (Proposal 4), and provide an advisory vote on executive compensation (Proposal 5). As of the March 5, 2026 record date, 10,932,337 shares of Common Stock were outstanding, with Azzurro Capital Inc. (beneficially owned by founder Ralph Bartel) holding 3,662,696 shares or 33.5%. The Board recommends voting FOR all proposals; no financial performance metrics or period comparisons are provided.

  • ·Record date: 5:00 p.m. ET on March 5, 2026
  • ·Meeting: April 20, 2026 at 10:00 a.m. ET, virtual only at www.virtualshareholdermeeting.com/TZOO2026
  • ·Quorum requires majority of outstanding shares present in person or by proxy
  • ·Proposals 1-5 are non-routine; broker non-votes have no effect on outcomes
Life Time Group Holdings, Inc.DEF 14Apositivemateriality 7/10

11-03-2026

Life Time Group Holdings, Inc. (LTH) issued its 2026 proxy statement for the virtual annual meeting on April 22, 2026, seeking election of five Class II directors (Joel Alsfine, Jonathan Coslet, J. Kristofer Galashan, Stuart Lasher, Jennifer Pomerantz), an advisory vote on named executive officer compensation, and ratification of Deloitte & Touche LLP as auditors for fiscal 2026. The company highlighted strong 2025 performance with nearly 1.6 million members, 10 new clubs opened, higher member engagement, increased dues revenue per membership, and robust in-center revenue growth, leading to initiation of a $500 million share repurchase program. Looking to 2026, LTH plans accelerated expansion of large-format athletic country clubs, adding nearly as much new square footage as the prior two years combined, while focusing on member engagement and new offerings like L•AI•C.

  • ·Record date: February 23, 2026
  • ·Annual meeting: April 22, 2026 at 9:30 a.m. Central Time, virtual at www.virtualshareholdermeeting.com/LTH2026
  • ·Proxy materials mailed on or about March 11, 2026
Interactive Brokers Group, Inc.DEF 14Aneutralmateriality 6/10

11-03-2026

Interactive Brokers Group, Inc. (IBKR) filed its DEF 14A proxy statement for the 2026 Annual Meeting on April 23, 2026, proposing the election of ten directors, ratification of Deloitte as independent auditor for fiscal year ending December 31, 2026, an advisory vote on executive compensation, and an amendment to extend the 2007 Stock Incentive Plan through April 27, 2037. The record date is February 24, 2026, and the meeting will be held virtually. All share and award information is presented on a post 4-for-1 stock split basis, with the split having a record date of June 16, 2025.

  • ·Annual Meeting time: 9:30 a.m. Eastern Time, virtual at www.virtualshareholdermeeting.com/IBKR2026
  • ·Stock split announced April 15, 2025; Board approval April 14, 2025; majority stockholder approval April 22, 2025
  • ·2025 Annual Report available with proxy materials
Biglari Holdings Inc.DEF 14Aneutralmateriality 6/10

11-03-2026

Biglari Holdings Inc. filed its definitive proxy statement for the annual shareholder meeting on April 8, 2026, at the Majestic Theatre in San Antonio, Texas, to elect five directors (Sardar Biglari, Philip L. Cooley, Ruth J. Person, Kenneth R. Cooper, and John G. Cardwell, with three independent) and ratify Deloitte & Touche LLP as the independent auditor for 2026. The record date is February 26, 2026, with 211,176.1 shares of Class A common stock outstanding entitled to vote. The Board held five meetings in 2025 with full attendance, two non-management director meetings, and the company notes it is a controlled company exempt from certain NYSE governance requirements.

  • ·Board unanimously recommends voting FOR all five director nominees.
  • ·Three nominees (Kenneth R. Cooper, Ruth J. Person, John G. Cardwell) are independent per NYSE standards.
  • ·John G. Cardwell and Ruth J. Person qualify as audit committee financial experts.
  • ·Company is a 'controlled company' under NYSE rules, exempt from certain director independence and committee requirements.
  • ·No governance and nominating committee; no formal diversity policy for director nominees.
  • ·Shareholders must register at proxyvote.com/register for admission tickets to the meeting; up to two guests allowed per shareholder.
LITHIA MOTORS INCDEF 14Apositivemateriality 7/10

11-03-2026

Lithia Motors, Inc. (LAD) filed its DEF 14A Proxy Statement on March 11, 2026, for the virtual 2026 Annual Meeting of Shareholders on April 30, 2026, seeking approval to elect 10 directors, advisory vote on named executive officer compensation, and ratification of KPMG LLP as auditors for fiscal 2026, while recommending a vote against a shareholder proposal on board leadership structure. The CEO letter highlights strong 2025 performance with double-digit EPS growth, same-store growth across all business lines, record profitability in financing operations via Driveway Finance Corporation, and continued network diversification. No declines or flat metrics were disclosed.

  • ·Record date: February 27, 2026
  • ·Annual Meeting: April 30, 2026, at 8:30 a.m. Pacific Daylight Time, virtual at www.virtualshareholdermeeting.com/LAD2026
  • ·Proposals include advisory vote on NEO compensation and ratification of KPMG LLP for fiscal year ending December 31, 2026
Knowles CorpDEF 14Aneutralmateriality 7/10

11-03-2026

Knowles Corporation's DEF 14A Proxy Statement for the 2026 Annual Meeting on April 28, 2026, seeks shareholder approval to elect eight directors for one-year terms, a non-binding advisory vote to approve named executive officer compensation, a vote on the frequency of future say-on-pay votes (Board recommends 1 year), and ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026. The Record Date is March 2, 2026, with all nominees presented as qualified based on skills in strategic planning, global operations, finance, and technology. No financial performance metrics or period-over-period comparisons are detailed in the filing excerpt.

  • ·Annual Meeting location: The Langham Chicago Hotel, 330 N. Wabash Avenue, Chicago, Illinois 60611 at 9:00 a.m. Central Time.
  • ·Proxy materials available at www.proxyvote.com.
  • ·Shareholder list available for review by contacting investorrelations@knowles.com.
PROSPECT CAPITAL CORPDEF 14Aneutralmateriality 7/10

11-03-2026

Prospect Capital Corporation has filed a definitive proxy statement for a virtual special shareholder meeting on June 9, 2026, seeking approval to renew Board authorization to sell common stock below net asset value per share over the next 12 months, subject to limits including no more than 25% of outstanding common shares per sale date. As of the March 11, 2026 record date, 486,484,945 common shares were outstanding alongside approximately 70 million preferred shares across multiple series. The filing includes instructions for voting, including special procedures for Tel Aviv Stock Exchange holders, and notes the company's potential to repurchase securities.

  • ·Record date: March 11, 2026
  • ·Proxy materials first sent: on or about March 13, 2026
  • ·Control number request deadline for record stockholders: June 2, 2026
  • ·TASE proxy and ownership certificate deadline: June 5, 2026
  • ·Solicitor contact: EQ Fund Solutions, LLC at (866) 387-0770
PIMCO Access Income FundDEF 14Aneutralmateriality 5/10

11-03-2026

PCM Fund, Inc. (PCM), PIMCO Access Income Fund (PAXS), PIMCO Corporate & Income Strategy Fund (PCN), PIMCO Dynamic Income Opportunities Fund (PDO), and PIMCO Corporate & Income Opportunity Fund (PTY) are holding a joint annual shareholder meeting on April 24, 2026, to elect new trustees Mark Michel and Sonya Morris across all funds and re-elect incumbents including interested trustee David Flattum and various independent trustees. The record date is February 20, 2026, with outstanding common shares totaling approximately 487.6M across funds (PCM: 12.35M shares; PAXS: 47.02M; PCN: 73.73M; PDO: 142.49M; PTY: 211.98M) and record holders ranging from 77 (PAXS) to 151 (PTY). No performance metrics are reported; major shareholders like Charles Schwab & Co Inc hold significant stakes up to 28.14% in PCM.

  • ·Trustees and nominees own less than 1% of each fund's shares as of record date.
  • ·Meeting location: 650 Newport Center Drive, Newport Beach, CA 92660.
  • ·Proxy materials available at pimco.com/closedendfunds; annual reports for fiscal year ended June 30, 2025.
SHERWIN WILLIAMS CODEF 14Aneutralmateriality 6/10

11-03-2026

Sherwin-Williams' 2026 Proxy Statement provides details for the annual shareholder meeting on April 22, 2026, at 9:00 a.m. EDT via virtual platform www.virtualshareholdermeeting.com/SHW2026, with a record date of February 25, 2026. The filing discloses executive compensation data frameworks for the Principal Executive Officer (including Heidi G. Petz for 2024-2025 and John G. Morikis for 2021-2023) and non-PEO Named Executive Officers across fiscal years 2021-2025, covering elements like pension values, equity awards, and fair value changes. All historical share data is adjusted for the three-for-one stock split effective March 31, 2021.

AMETEK INC/DEF 14Aneutralmateriality 6/10

11-03-2026

AMETEK, Inc. will hold its 2026 Annual Meeting of Stockholders virtually on May 7, 2026, at 11:00 a.m. ET to elect three directors (Thomas A. Amato, Anthony J. Conti, Gretchen W. McClain), conduct an advisory vote on 2025 executive compensation (94% approval last year, averaging 95% over 10 years), and ratify Ernst & Young LLP as independent auditors (93% approval last year). The company operates through Electronic Instruments Group (EIG) and Electromechanical Group (EMG), employs approximately 22,500 people in 34 countries, and had 229,065,429 common shares outstanding as of the March 9, 2026 record date. All director nominees attended at least 75% of board and committee meetings.

  • ·Annual meeting voting deadline: 11:59 p.m. ET on May 6, 2026 for registered shares
  • ·NYSE listing since 1930
  • ·Proxy materials available electronically since March 11, 2026
Genpact LTDDEF 14Apositivemateriality 8/10

11-03-2026

Genpact Limited's 2026 Proxy Statement outlines the Annual General Meeting on April 23, 2026, proposing the election of 10 directors, a non-binding advisory vote on executive compensation, and approval of KPMG as independent auditor for fiscal 2026. Key 2025 financial highlights include net revenues of $5.08B (up 6.6% YoY), cash from operations of $813M (up 4.5% net of prepayments), diluted EPS of $3.13 (up 9.8% YoY), and adjusted EPS of $3.65 (up 11.3% YoY), with $401M returned to shareholders. The board highlights strong governance practices, including annual director elections, separate CEO/Chair roles, and engagement with shareholders representing over 60% of shares.

  • ·Record date for voting: February 27, 2026
  • ·Notice mailing date: on or about March 11, 2026
  • ·Annual meeting location: 521 Fifth Avenue, 14th Floor, New York, NY 10175 at 12:00 p.m. local time
  • ·Shareholder outreach in 2025 covered investors representing more than 60% of shares outstanding
  • ·One director transitioned off the Board in 2025
  • ·Named one of Ethisphere’s “World’s Most Ethical Companies” for the seventh time
  • ·Skills matrix: All 10 director nominees have senior leadership experience; 2 have public company board experience
SENSIENT TECHNOLOGIES CORPDEF 14Aneutralmateriality 7/10

11-03-2026

Sensient Technologies Corporation's DEF 14A proxy statement solicits votes for its 2026 Annual Meeting on April 23, 2026, including the election of nine director nominees after opting not to re-nominate Ms. McKeithan-Gebhardt, reducing the Board from ten to nine members. Shareholders will also vote on an advisory approval of named executive officer compensation and ratification of Ernst & Young LLP as independent auditors for 2026. The record date is February 27, 2026, with 42,551,316 shares of Common Stock outstanding requiring a majority for quorum.

  • ·Shareholder nomination deadline for directors: January 23, 2026.
  • ·Proxy materials Notice mailed on or about March 11, 2026; available at http://investor.sensient.com.
  • ·Meeting location: Westin Milwaukee, 550 North Van Buren Street, Milwaukee, Wisconsin, at 8:00 a.m. Central Time.
  • ·Brokers lack discretion to vote on director elections or executive compensation without instructions.
  • ·Common Stock par value: $0.10 per share.
GRACO INCDEF 14Amixedmateriality 7/10

11-03-2026

Graco Inc. reported solid 2025 financial performance with net sales of $2.237B (up 6% YoY), operating earnings of $624.8M (up 10% YoY), diluted EPS of $3.08 (up 9% YoY), dividends increased 8% to $1.10 per share, and $423M in share repurchases. However, 1-year total shareholder return was flat at 0.4%, while 5-year and 10-year TSR were 21% and 272%, respectively. The 2026 proxy statement solicits votes for director elections (including nominees Martha A. Morfitt), ratification of Deloitte & Touche LLP as auditors, and an advisory vote on executive compensation, which paid above target (CEO at 118% of target).

  • ·Annual shareholder meeting scheduled for April 24, 2026, at 1:00 p.m. Central Time (virtual at www.virtualshareholdermeeting.com/GGG2026).
  • ·Record date: February 23, 2026.
  • ·Board appointed Andrea H. Simon effective December 2025.
  • ·26th consecutive annual dividend increase.
  • ·Recognized as one of the Most Trustworthy Companies in America by Newsweek.
MSCI Inc.DEF 14Apositivemateriality 8/10

11-03-2026

MSCI Inc. reported strong 2025 performance in its 2026 Proxy Statement, achieving its 11th consecutive year of double-digit adjusted EPS growth, surpassing $3.3B total run rate with $65M Q4 recurring net-new subscription sales, record $204B ETF inflows, and $7T AUM linked to indexes. The company returned $2.4B in share repurchases and $557M in dividends, while accelerating AI innovations and private markets growth, including 20% YoY increase in recurring sales from new products and nearly 11% growth in wealth management subscription run rate. Leadership transitions include the retirement of C.D. Baer Pettit and appointments of Alvise Munari and Jorge Mina to key roles.

  • ·11th consecutive year of double-digit adjusted EPS growth in 2025
  • ·Private markets database covers private equity, private real estate, private debt, infrastructure, and natural resources
Information Services Group Inc.DEF 14Aneutralmateriality 7/10

11-03-2026

Information Services Group, Inc. (ISG) filed a definitive proxy statement for its Annual Meeting of Stockholders on April 24, 2026, at 10:00 a.m. ET in Stamford, CT, to elect two directors for three-year terms, ratify PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2026, and approve executive compensation on a non-binding advisory basis. The record date is February 25, 2026, with 47,674,341 shares of common stock outstanding entitled to vote. Proxy materials are furnished via internet availability to reduce costs and environmental impact, with Innisfree M&A Incorporated retained for solicitation at approximately $12,500 plus expenses.

  • ·Quorum requires holders of a majority of shares entitled to vote present in person or by proxy.
  • ·Proposal 1 (director election) decided by plurality; Proposals 2 and 3 by majority of votes cast.
  • ·Proxy solicitation expenses borne by the Company; no additional compensation to officers or employees.
C & F FINANCIAL CORPDEF 14Apositivemateriality 8/10

11-03-2026

C&F Financial Corporation's 2026 proxy statement outlines the April 21, 2026 annual meeting agenda, including election of five Class III directors, advisory approval of executive compensation, and ratification of Yount, Hyde & Barbour, P.C. as auditors. For 2025, the company reported net income of $27.0M (up 36% YoY from $19.9M in 2024) and EPS of $8.29 (up 38% YoY), with ROE at 11.11% (up 23% YoY but down from 11.68% in 2023) and ROA at 1.01% (up 26% YoY). Book value per share rose 15% YoY to $80.64, while CEO incentive compensation constituted 52% of total direct pay, aligned with improved peer rankings (65th percentile composite ROA/ROE, 78th percentile 3-year ROTCE).

  • ·Record date for shareholders: February 13, 2026.
  • ·Annual meeting location: 3600 LaGrange Parkway, Toano, Virginia.
  • ·Board composition: 2 management members, 11 independent directors.
  • ·Peer group for performance measures: 46-47 other banks.
FIRST COMMUNITY BANKSHARES INC /VA/DEF 14Apositivemateriality 7/10

11-03-2026

First Community Bankshares Inc. (FCBC) DEF 14A proxy statement discloses executive annual incentive compensation paid in 2025 based on 2024 performance, achieving Adjusted ROATE of 14.02% (baseline 60.32% of base salary), adjusted upward by strong KPI results to 64.93% of annualized base compensation. Key KPIs included core ROAA of 1.60% (exceeding target of 1.11% and maximum threshold), core Net Income at 105% of target, and Efficiency ratio of 59.11% (better than target 60.46%). No downward adjustments or negative performance noted; all incentives paid in cash.

  • ·KPIs equally weighted: core ROAA, core Net Income, Efficiency; threshold 85% of target, maximum 115%.
  • ·Adjustments to KPIs eliminated one-time costs from Surrey Bancorp acquisition.
  • ·2025 incentive plan uses same Adjusted ROATE metric (details incomplete in filing excerpt).
HUNT J B TRANSPORT SERVICES INCDEF 14Aneutralmateriality 6/10

11-03-2026

J.B. Hunt Transport Services, Inc. (JBHT) filed its DEF 14A Proxy Statement on March 11, 2026, ahead of its annual shareholder meeting, seeking votes on the election of nine director nominees (including Shelley Simpson as President and CEO and John N. Roberts, III as Executive Chairman), an advisory vote to approve executive compensation, and ratification of the independent registered public accounting firm. The filing outlines the company's compensation philosophy emphasizing recruitment, retention, performance-based incentives, and long-term alignment with shareholders, alongside 2025 business highlights on revenue, operating income, and diluted EPS (specific figures not detailed in provided content). Notice of Internet Availability of proxy materials and the 2025 Annual Report will be mailed on or about March 11, 2026.

  • ·Director nominees include 6 independent directors and 3 non-independent.
  • ·Compensation adjustments referenced for PEO (Shelley Simpson in 2024-2025, John N. Roberts III in 2021-2023) and Non-PEO NEOs across 2021-2025 via XBRL tags, but no specific values provided.
Andersons, Inc.DEF 14Apositivemateriality 7/10

11-03-2026

The Andersons, Inc. (ANDE) filed its DEF 14A proxy statement on March 11, 2026, for the virtual Annual Meeting on May 7, 2026, proposing the election of nine directors, advisory approval of named executive officer compensation, and ratification of Deloitte & Touche LLP as independent auditors for the year ending December 31, 2026; the Board recommends FOR all items. FY2025 highlights include revenue of $11.0B, Adjusted EBITDA of $337M (non-GAAP), market cap of $1.8B, ~2,100 employees across ~180 locations, and realignment into Agribusiness and Renewables segments effective January 1, 2025. No period-over-period comparisons or performance declines are detailed in the filing.

  • ·Annual Meeting is virtual only at www.virtualshareholdermeeting.com/ANDE2026, requiring 16-digit control number.
  • ·Nine director nominees: seven independent, including Lead Director Gerard M. Anderson.
  • ·Company founded in 1947, headquartered at 1947 Briarfield Boulevard, Maumee, Ohio 43537.
  • ·Agribusiness segment volumes for twelve months ended December 31, 2025: 33M tonnes commodities traded, 2.0M tons fertilizer sold, ~270M bushel grain storage capacity.
  • ·Renewables segment: 518M gallons ethanol produced, 315M third-party ethanol gallons merchandised, 1.4B pounds renewable feedstocks merchandised, 2.1M tons feed products handled, 4 ethanol facilities.
SILICON LABORATORIES INC.DEF 14Apositivemateriality 7/10

11-03-2026

Silicon Laboratories Inc. highlighted 34% YoY revenue growth in 2025 after an inventory-driven market correction in 2024, alongside launches of innovative products like the SiXG301 Series 3 SoC and Simplicity Platform. The proxy statement for the April 23, 2026 virtual annual meeting proposes re-electing Class I directors Navdeep S. Sooch and Nina Richardson, ratifying Deloitte & Touche LLP as independent auditors, approving executive compensation on an advisory basis, and amending the 2009 Stock Incentive Plan. As of the February 23, 2026 record date, 32,968,416 shares of common stock were outstanding.

  • ·Annual meeting held virtually at www.proxydocs.com/SLAB on April 23, 2026 at 9:30 a.m. Central Time.
  • ·Stockholder proposals for 2027 annual meeting due by November 11, 2026.
  • ·Notice for universal proxy rules director nominees due by February 22, 2027.
Strategic Education, Inc.DEF 14Aneutralmateriality 6/10

11-03-2026

Strategic Education, Inc. (STRA) filed its DEF 14A proxy statement on March 11, 2026, for the virtual 2026 Annual Meeting of Stockholders on April 22, 2026, at 8:00 a.m. ET, with record date March 3, 2026, and 22,612,909 common shares outstanding. Stockholders will vote on electing 12 directors under a Majority Vote Policy, ratifying Deloitte & Touche LLP as independent auditors for FY ending December 31, 2026, and an advisory vote on named executive officer compensation. The company engaged Alliance Advisors, LLC for proxy solicitation at approximately $16,000, with registration required by April 18, 2026.

  • ·Nominating Committee seeks directors with independence, business savvy, stockholder orientation; 8 new independent directors appointed in last 8 years, 7 continuing.
  • ·Majority Vote Policy: director nominees must receive majority of votes cast; failure requires resignation offer.
  • ·Registration for virtual meeting required by 11:59 p.m. ET on April 18, 2026 at https://web.viewproxy.com/StrategicEducation/2026.

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US Executive Compensation Proxy SEC Filings — March 11, 2026 | Gunpowder Blog