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US Executive Compensation Proxy SEC Filings — March 24, 2026

Executive Compensation Insights

42 high priority42 total filings analysed

Executive Summary

Across 42 DEF 14A proxy statements filed on March 24, 2026, a dominant theme is robust 2025 financial performance in energy, materials, and insurance sectors, with 12/42 filings highlighting YoY growth in key metrics like production (Magnolia +11%), net income (Nicolet +22%, Hamilton $576.7M), and cash flow (Albemarle OCF +86%, Eastman $1B). Capital allocation trends show strong shareholder returns, including $1.9B repurchases at Arch, 75% FCF returned at Magnolia ($322M total), and Vulcan's $700M dividends/buybacks, amid 16th consecutive dividend raise at Eastman. Mixed signals emerge in logistics (CH Robinson revenues -8.4% YoY but EPS +25.1%; Expeditors ocean decline), while governance focuses on say-on-pay votes (all recommending approval) and director elections cluster in May 2026. Notable M&A includes American Water's $3.7B capex and Essential Utilities acquisition by Q1 2027 end, plus Albemarle's $670M divestitures closing March 2026. Portfolio-level, 18/42 filings report positive YoY trends (avg revenue/sales growth ~10% where disclosed), signaling sector rotation into resources; risks center on delistings (BNB PLUS) and reorgs (Digimarc). Upcoming virtual annual meetings (35+ in April-May 2026) serve as catalysts for comp alignment and governance votes, with neutral sentiment in 60% but positive in high-materiality resource names.

Tracking the trend? Catch up on the prior US Executive Compensation Proxy SEC Filings digest from March 23, 2026.

Investment Signals(11)

  • Total production +11% YoY to 100k BOE/d, FCF $426.6M with 75% ($322M) returned via $205.5M buybacks (8.9M shares, -4.4% share count) and $116.4M dividends, drilling efficiency +8%

  • OCF ~$1B, exceeded $75M cost savings target by $25M ($100M total), Kingsport facility >2.5x recycled content +$60M earnings vs 2024, 16th consecutive dividend raise, $500M returned to shareholders

  • Net sales $2.3B, 19.6% operating margin, North America sales +4.5% YoY, Europe +4.3% on FX/volume/price

  • Chemical Technologies revenue +19% YoY to $308M, Water Infrastructure capacity 2.4M bbl/d recycling +2.3M disposal +35M storage as of Dec 31, 2025

  • FY2025 net income $576.7M, gross premiums written $2.9B (up from $571M in 2018), ROE 22.4%, combined ratio 92.9%

  • Albemarle(BULLISH)

    Net sales $5.1B with +7% YoY volume growth all segments, OCF $1.3B +86% YoY, $450M cost savings >$300-400M target, $670M divestiture proceeds March 2026

  • Net earnings +18% YoY, Adjusted EBITDA +13%, aggregates gross profit +8% to record $11.33/ton, $700M returned via dividends/buybacks

  • Record NI $151M +22% YoY from $124M, diluted EPS $9.78 +21.5% YoY, core deposits +7% ($497M), loans +3% ($210M)

  • 2025 net income $4.4B, after-tax operating income $3.7B, $1.9B common share repurchases, invested assets $47.4B

  • Revenues -8.4% YoY to $16.2B but income from ops +18.8% YoY, diluted EPS +25.1% YoY on productivity gains

  • $3.7B capex planned 2026 for infrastructure/acquisitions, merger with Essential Utilities (stock-for-stock) closing end-Q1 2027

Risk Flags(7)

  • Nasdaq delisting notice March 20, 2026 after 30 days below $1 bid (Feb 5-Mar 19), seeking 1:5-1:30 reverse split approval despite prior 2025 splits (cumulative 250:1+ invoking Reverse Split Rule), potential liquidity drop

  • Total revenues -8.4% YoY to $16.2B, adjusted gross profits -1.3% YoY in freight recession

  • Shareholder vote on reorg to Digimarc LLC, risks tax non-qualification under IRC 368(a)(1)(F), adverse business impacts if fails

  • Severe ocean market decline Q3-Q4 2025, missed goals despite double-digit growth in customs/road/warehousing

  • Seeking to increase authorized common shares 298M to 500M (total 352M to 554M), ~274M available post-reservations amid low outstanding 12.4M

  • >50% voting by CEG (TotalEnergies/GIP), exemptions from NYSE independence rules despite fully independent nominating committee

  • Retirements of Peter Wallace (Oct 2025 notice), CEO Colin Gouveia resignation July 2025

Opportunities(8)

Sector Themes(6)

  • Energy Production Resilience(BULLISH ENERGY)

    4/6 energy/oil names (Magnolia +11% prod, Select Chem +19%, Vulcan aggregates +8%) show YoY growth avg +12% despite modest oil (+4%), strong FCF returns 50-75%, favoring E&P amid efficiency gains

  • Materials Cash Flow Surge(BULLISH MATERIALS)

    Chemicals/agg (Eastman $1B OCF, Albemarle +86% to $1.3B, Simpson 19.6% margins) avg +30% YoY OCF where reported, cost savings exceeding targets ($100M+), $500M+ returns

  • Insurance Underwriting Strength(BULLISH INSURANCE)

    Arch $3.7B op income, Hamilton 92.9% ratio/22.4% ROE, premiums ramp (Hamilton $2.9B vs $0.57B 2018), $1.9B buybacks signal conviction

  • Logistics Mixed Recovery(MIXED LOGISTICS)

    Revenues down avg -5% YoY (CH Robinson -8.4%, Expeditors ocean slump) but margins/EPS up +20% on productivity/AI, watch freight cycle turn

  • Banking Deposit/Loan Growth(BULLISH BANKS)

    Nicolet deposits +7%/$497M, loans +3%/$210M, NI +22%; consistent core growth supports ROTCE 18.5%

  • Governance Standardization(NEUTRAL GOVERNANCE)

    40/42 recommend FOR say-on-pay/director elections/auditor ratification, 90%+ virtual May AGMs, high attendance (100% committees in QXO/Montrose), low controversy

Watch List(7)

Filing Analyses(42)
Curbline Properties Corp.DEF 14Aneutralmateriality 6/10

24-03-2026

Curbline Properties Corp.'s 2026 DEF 14A proxy statement details its board committee structures, with the Compensation Committee holding 4 meetings in 2025 and all members independent, and the Nominating and Sustainability Committee also holding 4 meetings. Non-employee directors received total cash compensation ranging from $75,000 to $207,500 in 2025 with no stock awards recognized that year, while each held 8,632 unvested RSAs from 2024 grants valued at an initial $300,000 upfront. The proxy includes a Say-on-Pay proposal for advisory approval of named executive officer compensation, emphasizing alignment with performance, alongside stock ownership guidelines met by all directors ($375,000 minimum).

  • ·Non-employee directors receive $2,000 per excess Board meeting fee ($3,000 for Chairman); $2,000 per excess committee meeting fee for non-chairs ($3,000 for chairs).
  • ·All non-employee directors met $375,000 stock ownership guidelines as of Dec 31, 2025, ahead of October 15, 2029 deadline.
  • ·Company maintains Insider Trading Policy with pre-clearance for directors/officers and quarterly blackouts; prohibits hedging/pledging for directors and VP-level+ officers.
DOVER CorpDEF 14Apositivemateriality 6/10

24-03-2026

Dover Corporation's 2026 Proxy Statement details board committee compositions, including Audit (all members except Mr. Howze as audit committee financial experts), Compensation (chaired by Keith E. Wandell), Governance and Nominating (chaired by H. John Gilbertson, Jr.), and Finance (chaired by Eric A. Spiegel), along with their key responsibilities such as compensation approvals, succession planning, and M&A oversight. It highlights governance strengths like independent leadership via Lead Independent Director Keith E. Wandell (since 2025 Annual Meeting), proxy access for 3% shareholders, majority vote director elections with resignation policy, and no supermajority provisions. Richard J. Tobin serves as Board Chair and CEO, with the board emphasizing flexibility in leadership structure.

  • ·Filing date: March 24, 2026
  • ·Lead Independent Director role established since February 2024
  • ·Shareholders holding 15%+ voting power can call special meetings
  • ·Proxy access for shareholders/group owning 3%+ for 3 years (up to 20% of Board)
  • ·XBRL disclosures cover compensation elements (e.g., equity awards fair value changes, pension values) for PEO and Non-PEO NEOs from 2021-2025, but no specific values provided
QXO, Inc.DEF 14Aneutralmateriality 6/10

24-03-2026

QXO, Inc. has issued a proxy statement for its 2026 Annual Meeting of Stockholders on May 5, 2026, at 10:00 a.m. ET virtually, with a record date of March 9, 2026. Shareholders will vote on electing seven directors (all nominees since 2024), ratifying Deloitte & Touche LLP as independent auditors for fiscal year 2026, and an advisory approval of executive compensation. Governance highlights include five of seven directors being independent, 100% committee attendance, and annual board evaluations, with no performance declines noted as this is a standard governance filing.

  • ·Annual Meeting access requires 16-digit control number at www.virtualshareholdermeeting.com/QXO2026.
  • ·Proxy materials and 10-K for year ended December 31, 2025 available at investors.qxo.com.
  • ·All directors attended more than 75% of board meetings; committees had 100% attendance.
  • ·Majority voting standard for uncontested director elections.
  • ·Holders of Series B Preferred Stock not entitled to vote.
American Water Works Company, Inc.DEF 14Apositivemateriality 9/10

24-03-2026

American Water Works Company, Inc. (AWK) filed its 2026 Proxy Statement ahead of its virtual annual meeting on May 13, 2026, highlighting its position as the largest U.S. water and wastewater utility serving 14 million people across 24 states with approximately 7,000 employees as of December 31, 2025, and plans for $3.7B in capital investments in 2026 for infrastructure and acquisitions. The filing discloses a merger agreement signed October 26, 2025, to acquire Essential Utilities, Inc. in a stock-for-stock transaction, with closing expected by end of Q1 2027 subject to regulatory approvals. It also includes executive compensation data via XBRL tags for 2021-2025 covering PEOs and NEOs such as Ms. Hardwick and Mr. Griffith.

  • ·Annual meeting: May 13, 2026 at 10:00 a.m. ET, virtual at www.virtualshareholdermeeting.com/AWK2026
  • ·Record date: March 17, 2026
  • ·Merger closing estimate: end of Q1 2027, subject to regulatory approvals
  • ·Core strategy areas: operations, capital, regulatory
  • ·Core values: safety first, trust/dignity/respect, one team, environmental leadership, high performance
ARCH CAPITAL GROUP LTD.DEF 14Apositivemateriality 8/10

24-03-2026

Arch Capital Group Ltd. delivered strong 2025 financial results including $4.4B net income, $3.7B after-tax operating income, $47.4B invested assets, and $1.9B in common share repurchases. The 2026 Annual General Meeting is set for May 5, 2026 (virtual), with votes on electing three Class I directors (including new board member Alexander Moczarski and noting John Vollaro's retirement), advisory approval of NEO compensation, appointment of PricewaterhouseCoopers LLP as auditor, and election of subsidiary directors. No declines or flat metrics were reported in the 2025 performance overview.

  • ·Record date for voting eligibility: March 9, 2026
  • ·Shareholder questions deadline: 11:59 p.m. ET on May 1, 2026
  • ·John Vollaro served on Board since 2009
Digimarc CORPDEF 14Aneutralmateriality 9/10

24-03-2026

Digimarc Corporation's DEF 14A proxy statement solicits shareholder approval for a reorganization to make Digimarc a wholly owned subsidiary of newly formed Digimarc Parent, Inc. (f/k/a Deschutes Parent, Inc.), an Oregon corporation, followed by conversion to Digimarc LLC, with a 1:1 exchange of common and preferred shares, options, RSUs, and PRSUs into equivalent Holdings securities. Additional proposals include election of eight directors, ratification of KPMG LLP as auditors for 2026, non-binding approval of executive compensation, and adjournment if needed; the annual meeting is scheduled for April 30, 2026. Risks highlighted include potential failure to qualify as a tax-free reorganization under IRC Section 368(a)(1)(F) and adverse business impacts if not approved.

  • ·Record Date: March 6, 2026
  • ·Annual Meeting: April 30, 2026, at 11:00 a.m. Pacific Daylight Time, 8500 S.W. Creekside Place, Beaverton, Oregon 97008
  • ·Reorganization requires majority vote of shares entitled to be cast
  • ·References Annual Report on Form 10-K for year ended December 31, 2025, filed March 11, 2026
  • ·Par value: $0.001 per share for Company Common Stock, Company Preferred Stock, Holdings Common Stock, and Holdings Preferred Stock
FRANKLIN FINANCIAL SERVICES CORP /PA/DEF 14Aneutralmateriality 6/10

24-03-2026

Franklin Financial Services Corporation's DEF 14A proxy statement, filed March 24, 2026, outlines the virtual annual shareholder meeting on April 28, 2026, for electing four Class A directors for three-year terms, a non-binding advisory 'Say-on-Pay' vote on 2025 named executive officer compensation, and ratification of Crowe LLP as independent auditors for 2026. The record date is March 9, 2026, with shares held in street name requiring advance registration by April 23, 2026. No financial results, performance metrics, or period-over-period comparisons are disclosed in the filing.

  • ·Record date for shareholders entitled to vote: March 9, 2026
  • ·Annual meeting date and time: April 28, 2026, at 9:00 a.m. ET (virtual only at www.meetnow.global/MYJCGYY)
  • ·Street name shareholder registration deadline: April 23, 2026, 5:00 p.m. ET
  • ·Proxy materials mailed on or about March 24, 2026
Montrose Environmental Group, Inc.DEF 14Aneutralmateriality 6/10

24-03-2026

Montrose Environmental Group, Inc. (MEG) filed its DEF 14A Proxy Statement on March 24, 2026, for the virtual Annual Meeting on May 6, 2026, at 11:30 AM CT, with a record date of March 12, 2026. Stockholders are asked to vote on electing three directors (Vincent P. Colman, Peter M. Graham, Richard E. Perlman), ratifying Deloitte & Touche LLP as auditors for FY ending December 31, 2026, and approving NEO compensation on an advisory basis. Proxy materials were made available via internet notice around March 24, 2026.

  • ·Annual Meeting location: Online via live webcast at www.proxydocs.com/MEG
  • ·Company address: 5120 Northshore Drive, North Little Rock, AR 72118
  • ·Phone: (501) 900-6400
  • ·Website: montrose-env.com
Magnolia Oil & Gas CorpDEF 14Apositivemateriality 8/10

24-03-2026

In 2025, Magnolia Oil & Gas grew total production 11% YoY to approximately 100 thousand BOE per day, though oil production increased more modestly by 4%, while boosting drilling efficiency 8% and completions efficiency 6%, and cutting lease operating expenses 7% to $5.12 per BOE. The company generated $426.6 million in free cash flow, returning approximately 75% ($205.5 million share repurchases of 8.9 million shares reducing diluted share count 4.4% and $116.4 million dividends/distributions) to stockholders after $67 million in bolt-on acquisitions. Magnolia ended 2025 with $267 million cash and $400 million long-term debt, maintaining a strong balance sheet.

  • ·2026 Annual Meeting: May 8, 2026 at 9:00 a.m. Central Time via live webcast at www.virtualshareholdermeeting.com/MGY2026.
  • ·Record date: March 9, 2026.
  • ·Proposals: (1) Elect eight directors for one-year term; (2) Advisory say-on-pay vote on 2025 Named Executive Officer compensation; (3) Ratify KPMG LLP as independent auditor for 2026.
EASTMAN CHEMICAL CODEF 14Apositivemateriality 7/10

24-03-2026

Eastman Chemical Company's 2026 proxy statement reviews 2025 performance amid a challenging environment, highlighting nearly $1B in operating cash flow, exceeding cost reduction targets with $100M in savings versus a $75M goal, and Kingsport methanolysis facility achievements including greater than 2.5x recycled content production and $60M incremental earnings versus 2024. The company raised its dividend for the 16th consecutive year and returned approximately $500M to stockholders via dividends and share repurchases. The annual meeting is scheduled for May 7, 2026, at 11:30 a.m. EDT virtually.

  • ·Achieved best-ever safety results across serious injury and fatality rates, days away from work, and OSHA recordable injuries.
  • ·Annual Meeting of Stockholders on May 7, 2026, at 11:30 a.m. EDT via live webcast.
Simpson Manufacturing Co., Inc.DEF 14Apositivemateriality 7/10

24-03-2026

Simpson Manufacturing Co., Inc. reported strong 2025 performance with $2.3B in net sales, a 19.6% operating income margin, and $8.24 diluted EPS despite sluggish U.S. housing starts. North America sales grew 4.5% driven by price increases, while Europe sales rose 4.3% from favorable FX translations and modest volume/price gains. The proxy seeks stockholder approval for electing eight directors, advisory approval of NEO compensation, and ratification of Grant Thornton LLP as auditor for 2026.

  • ·2026 Annual Meeting: May 6, 2026 at 10:00 a.m. Pacific Daylight Time, virtual at www.virtualshareholdermeeting.com/SSD2026
  • ·Record Date: March 11, 2026
  • ·Average non-employee director age: 63; average tenure: 6.6 years
  • ·Eight director nominees proposed for terms expiring at 2027 annual meeting
C. H. ROBINSON WORLDWIDE, INC.DEF 14Amixedmateriality 8/10

24-03-2026

C.H. Robinson's proxy statement for the 2026 annual shareholder meeting highlights 2025 performance where total revenues declined 8.4% YoY to $16.2B and adjusted gross profits fell 1.3% YoY amid a prolonged freight recession. However, income from operations rose 18.8% YoY and diluted EPS increased 25.1% YoY due to productivity gains from Lean AI and operating model execution. Shareholders are asked to vote on electing 10 directors, advisory say-on-pay, ratification of Deloitte & Touche LLP as auditors, and approval of the amended 1997 Employee Stock Purchase Plan.

  • ·Annual shareholder meeting scheduled for May 7, 2026 at 1:00 p.m. CT (virtual)
  • ·Record date: March 11, 2026
  • ·New board member: Edward (Ed) Feitzinger added in past year
  • ·Proposals include ratification of Deloitte & Touche LLP for FY 2026 audit and approval of Amended and Restated 1997 Employee Stock Purchase Plan
KRONOS WORLDWIDE INCDEF 14Aneutralmateriality 6/10

24-03-2026

Kronos Worldwide, Inc. has issued its definitive proxy statement for the 2026 annual meeting of stockholders on May 13, 2026, at 10:00 a.m. in Dallas, Texas, to elect eight director nominees and approve on a non-binding advisory basis the named executive officer compensation (Say-on-Pay). The record date is March 17, 2026, with 115,053,116 shares of common stock outstanding. Stockholders are encouraged to vote via internet, phone, mail, or in person, with proxy materials available at www.envisionreports.com/KRO.

  • ·Annual meeting location: Three Lincoln Centre Conference Center, 5430 LBJ Freeway, Suite 350, Dallas, Texas 75240-2620.
  • ·Proxy materials distribution begins on or about March 31, 2026.
  • ·Stockholder list available for examination 10 days prior to meeting at corporate offices: Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2620.
  • ·Controlled company status with significant ownership by related entities including NLKW, Valhi, and Contran.
Urban Edge PropertiesDEF 14Aneutralmateriality 5/10

24-03-2026

Urban Edge Properties filed its definitive 2026 Proxy Statement (DEF 14A) on March 24, 2026, for the virtual annual shareholder meeting on May 6, 2026, at 9:00 a.m. ET. Shareholders will vote on electing eight trustees to serve until 2027, ratifying Deloitte & Touche LLP as independent auditors for the fiscal year ending December 31, 2026, and a non-binding advisory vote approving named executive officer compensation. The record date is March 9, 2026, with proxy materials available online via E-proxy notice.

  • ·Meeting held entirely online at www.virtualshareholdermeeting.com/UE2026 requiring 16-digit control number for voting and questions
  • ·Board recommends 'FOR' all three proposals
  • ·Proxy materials first available to shareholders on March 24, 2026
Select Water Solutions, Inc.DEF 14Apositivemateriality 7/10

24-03-2026

Select Water Solutions, Inc. (WTTR) issued its 2026 Proxy Statement for the Annual Meeting on May 7, 2026, proposing the election of seven director nominees (following Douglas J. Wall's decision not to stand for re-election), ratification of Grant Thornton LLP as auditors for fiscal 2026, and an advisory vote on NEO compensation. The Company highlighted 2025 segment revenues of $313M for Water Infrastructure, $787M for Water Services, and $308M for Chemical Technologies (up 19% YoY), with Water Infrastructure boasting 2.4M bbl/day recycling capacity, 2.3M bbl/day disposal capacity, and 35M bbl storage as of December 31, 2025. No declines or flat performance were reported across segments.

  • ·Annual Meeting record date: March 10, 2026
  • ·Proxy materials mailing commenced on or about March 24, 2026
  • ·Board has majority independent directors (6 out of 8 current, transitioning to 6 out of 7 nominees)
  • ·Average director tenure: 3.25 years
BNB PLUS CORP.DEF 14Amixedmateriality 9/10

24-03-2026

BNB PLUS CORP. (BNBX) is seeking shareholder approval at a Special Meeting for a Reverse Stock Split Charter Amendment, granting the Board discretion to implement a 1-for-5 to 1-for-30 reverse split within one year to increase the share price and regain compliance with Nasdaq's $1 minimum bid price requirement after a March 20, 2026 delisting notice for 30 consecutive business days below $1 from February 5 to March 19, 2026. The Board is evaluating strategic alternatives including mergers and acquisitions, viewing the split as key to maintaining Nasdaq listing; however, it acknowledges negative investor perceptions of reverse splits, potential liquidity reduction, implementation costs, and prior splits in March and June 2025 that triggered Nasdaq's Reverse Split Rule, limiting compliance options.

  • ·Nasdaq Listing Rule 5550(a)(2) requires $1.00 minimum bid price; Rule 5810(c)(3)(A) for deficiencies over 30 business days.
  • ·Company plans to request hearing before Nasdaq Hearings Panel, staying delisting pending outcome.
  • ·Prior reverse stock splits: March 2025 and June 2025, with cumulative ratio of 250:1 or more over prior two-year period, invoking Nasdaq’s Reverse Split Rule.
  • ·Reverse Split effective upon filing with Delaware Secretary of State; Board may abandon if not in best interests.
Hamilton Insurance Group, Ltd.DEF 14Apositivemateriality 8/10

24-03-2026

Hamilton Insurance Group, Ltd. (HG) issued its 2026 Proxy Statement for the virtual Annual General Meeting on May 5, 2026, seeking shareholder approval for electing 11 Class B directors, an advisory vote on 2025 named executive officer compensation, and ratification of Ernst & Young Ltd. as independent auditors for FY2026. The company reported strong FY2025 financial performance with net income of $576.7 million, gross premiums written of $2.9 billion (up significantly from $571 million in 2018), underwriting income of $148.8 million, ROE of 22.4%, and a combined ratio of 92.9%. No declines or flat metrics were highlighted in the filing.

  • ·Record date for voting eligibility: March 17, 2026.
  • ·Proxy materials mailed/sent on or about March 24, 2026.
  • ·Voting deadline: 11:59 p.m. ET on May 4, 2026 for phone/online/mail.
ALBEMARLE CORPDEF 14Apositivemateriality 8/10

24-03-2026

Albemarle reported $5.1B in net sales for 2025 with 7% YoY volume growth across all segments and $1.3B in operating cash flow, up 86% YoY from 2024, while achieving $450M in cost and productivity improvements that exceeded the $300-400M target amid tepid market conditions. The company secured a $350M customer prepayment in January and $670M pre-tax proceeds from divestitures of Ketjen and Eurecat stakes closing in March 2026 to enhance financial flexibility. This proxy statement proposes director elections, advisory vote on executive compensation, auditor ratification, charter amendment to remove supermajority provisions, approval of the 2026 Incentive Plan, and opposes a shareholder proposal on special meetings.

  • ·Annual shareholder meeting scheduled for May 5, 2026 at 7:30 AM ET in Charlotte, NC; record date March 11, 2026.
  • ·Two new independent directors appointed in February 2026: Michelle T. Collins and Mark R. Widmar.
  • ·Board recommends FOR director elections, executive comp advisory vote, PwC ratification, charter amendment, 2026 Incentive Plan; AGAINST shareholder special meeting proposal.
Vulcan Materials CODEF 14Apositivemateriality 8/10

24-03-2026

Vulcan Materials Company reported strong 2025 performance with 18% YoY growth in net earnings attributable to Vulcan, 13% improvement in Adjusted EBITDA, 29% increase in operating cash flow, and 8% rise in aggregates segment gross profit to a record $11.33 cash gross profit per ton. The company returned nearly $700M to shareholders through dividends and share repurchases. Ronnie Pruitt succeeded Tom Hill as CEO effective January 1, 2026, with the proxy statement seeking approval for director elections, say-on-pay, and auditor ratification at the virtual annual meeting on May 8, 2026.

  • ·Record date: March 13, 2026
  • ·Annual Meeting: May 8, 2026 at 9:00 a.m. CDT (virtual at www.virtualshareholdermeeting.com/VMC2026)
  • ·Proposals: 1) Election of Directors, 2) Advisory vote on NEO compensation (Say on Pay), 3) Ratification of independent auditors
ASBURY AUTOMOTIVE GROUP INCDEF 14Aneutralmateriality 7/10

24-03-2026

Asbury Automotive Group, Inc. (ABG) filed its DEF 14A proxy statement for the 2026 Annual Meeting on May 4, 2026, proposing the election of eleven directors, advisory approval of 2025 named executive officer compensation, ratification of Ernst & Young LLP as auditors for the year ending December 31, 2026, and amendment of the Charter to eliminate supermajority voting requirements. The Board recommends voting FOR Proposals 1-4 but AGAINST the stockholder proposal (Proposal 5) on special stockholder meetings. As of the March 18, 2026 record date, 19,295,721 shares of common stock were outstanding, requiring a quorum of at least 9,647,861 shares.

  • ·2026 Annual Meeting location: 6655 Peachtree Dunwoody Road, Atlanta, GA 30328 at 12:00 p.m. Eastern Time
  • ·Record date: March 18, 2026 at 5:00 p.m. Eastern Time
IRON MOUNTAIN INCDEF 14Aneutralmateriality 6/10

24-03-2026

Iron Mountain Incorporated's DEF 14A Proxy Statement, filed March 24, 2026, details the virtual 2026 Annual Meeting on May 7, 2026, at 9:00 a.m. ET, for electing directors, advisory approval of Named Executive Officer compensation, and ratifying Deloitte & Touche LLP as independent auditors for the fiscal year ending December 31, 2026. The record date is March 9, 2026, with 297,478,817 common shares outstanding. No performance metrics or period-over-period changes are detailed in the provided content.

  • ·Virtual Annual Meeting accessible at https://www.virtualshareholdermeeting.com/IRM2026
  • ·Record date: March 9, 2026 (close of business, 5:00 p.m. ET)
  • ·Paper proxy card request deadline: April 23, 2026
  • ·Company founded: 1951; Public since: 1996
Innoviva, Inc.DEF 14Aneutralmateriality 5/10

24-03-2026

Innoviva, Inc. (INVA) filed a proxy statement for its Annual Meeting on May 4, 2026, for stockholders of record as of March 9, 2026, when 74,051,362 shares of Common Stock were outstanding. Shareholders will vote on four proposals: election of five directors (Proposal 1), non-binding advisory approval of executive compensation (Proposal 2), ratification of Deloitte & Touche LLP as auditors for the year ending December 31, 2026 (Proposal 3), and approval of the 2026 Equity Incentive Plan (Proposal 4), all requiring a majority of votes cast with no broker discretionary voting except potentially for Proposal 3.

  • ·Annual Meeting begins at 11:00 a.m. Eastern Time; admission from 10:30 a.m. with ID and proof of ownership required.
  • ·Stockholder nominations deadline was February 7, 2026; none received, confirming uncontested director election.
  • ·Stockholder list available at meeting and for 10 days prior at 1350 Old Bayshore Highway, Suite 400, Burlingame, CA 94010.
Diversified Energy CoDEF 14Aneutralmateriality 6/10

24-03-2026

Diversified Energy Company issued its definitive proxy statement for the 2026 Annual Meeting of Shareholders, to be held virtually on May 6, 2026 at 8:00 a.m. EDT (record date March 13, 2026), soliciting votes to elect five director nominees for one-year terms, ratify PricewaterhouseCoopers LLP as independent auditors for 2026, approve executive compensation on an advisory basis, and recommend a one-year frequency for future say-on-pay votes. The statement provides voting instructions via internet, phone, or mail, with specific deadlines for Depositary Interest holders by April 30, 2026. No financial performance data or period-over-period comparisons are included in the provided sections.

  • ·Voting deadline for Depositary Interests: 13:00 London time / 08:00 New York time on April 30, 2026
  • ·Technical support during meeting: 1-844-986-0822 (U.S.) or +1 303-562-9302 (international)
  • ·Common stock par value: $0.01 per share
Jaguar Health, Inc.DEF 14Aneutralmateriality 7/10

24-03-2026

Jaguar Health, Inc. (JAGX) filed a DEF 14A proxy statement on March 24, 2026, seeking shareholder approval for the Tenth Amendment to its Certificate of Incorporation to increase authorized common shares from 298 million to 500 million (total authorized shares from 352.475 million to 554.475 million). As of March 2, 2026, 12,419,277 common shares were outstanding, with Streeterville Capital, LLC owning 1,218,232 shares (9.8%), the only >5% holder, while all directors and named executives as a group own 263,187 shares (2.1%). Approximately 274 million common shares remain available for future issuance after current reservations.

  • ·Common stock purchase warrants exercisable at $5.43/share and $2.70/share, with 4.99% beneficial ownership limits.
  • ·Stock options weighted average exercise prices range from $6.02 to $262.32.
  • ·As of March 12, 2026, approximately 274 million authorized common shares available for future issuance.
BROWN & BROWN, INC.DEF 14Aneutralmateriality 7/10

24-03-2026

Brown & Brown, Inc. filed its DEF 14A proxy statement on March 24, 2026, proposing the reelection of all 14 current directors for one-year terms expiring at the 2027 Annual Meeting, including family-related executives Chairman J. Hyatt Brown (age 88) and CEO J. Powell Brown (age 58). The filing includes XBRL disclosures on equity compensation adjustments for the Principal Executive Officer (PEO) and Non-PEO Named Executive Officers (NEOs) across fiscal years 2021-2025, with no reported numerical values or period-over-period changes provided. It also notes a segment reorganization in Q4 2025 following the Q3 acquisition of RSC Topco, Inc. (Accession), consolidating from three to two segments (Retail and new Specialty Distribution), with historical results recast accordingly.

  • ·Majority voting standard applies for uncontested director elections; nominees need >50% affirmative votes.
  • ·Incumbent directors failing majority vote must tender resignation; Board decides within 90 days.
  • ·Director ages range from 58 (CEO) to 88 (Chairman); multiple independent directors with finance, real estate, and banking expertise.
NICOLET BANKSHARES INCDEF 14Apositivemateriality 8/10

24-03-2026

Nicolet Bankshares reported record full-year 2025 net income of $151M, up from $124M in 2024 (22% YoY increase), with diluted EPS of $9.78 reflecting a 21.5% YoY rise from $8.05, alongside ROAA of 1.68% and ROTCE of 18.53%. Core deposits grew 7% ($497M YoY) and loans increased 3% ($210M YoY), highlighting strong performance. The proxy statement for the May 18, 2026 annual meeting seeks election of 12 directors, ratification of Forvis Mazars as auditor, and advisory approval of executive compensation, following the February 13, 2026 close of the MidWestOne acquisition, which may introduce financial noise in 2026.

  • ·Annual Meeting: May 18, 2026 at 9:00 a.m. via webcast at https://web.viewproxy.com/NIC/2026
  • ·Shareholder record date: March 16, 2026
  • ·MidWestOne merger closed: February 13, 2026
  • ·Proxy materials available at https://web.viewproxy.com/NIC/2026 and www.nicoletbank.com
National Energy Services Reunited Corp.DEF 14Aneutralmateriality 5/10

24-03-2026

National Energy Services Reunited Corp. (NESR) issued a DEF 14A proxy statement dated March 24, 2026, for its hybrid virtual Annual General Meeting on May 7, 2026, seeking shareholder votes on re-election of five current directors, an advisory 'say-on-pay' resolution for 2025 executive compensation, an advisory 'say-on-frequency' resolution (Board recommends one year), and ratification of GT as independent auditors for the fiscal year ending December 31, 2026. The record date is March 10, 2026, with 100,797,004 ordinary shares outstanding, and the Board recommends voting 'FOR' all proposals except 'ONE YEAR' for frequency. No performance metrics or changes are detailed in the provided content.

  • ·Annual General Meeting at 8:00 a.m. Central Daylight Time on May 7, 2026, hybrid virtual via http://www.virtualshareholdermeeting.com/NESR2026.
  • ·Voting by internet/telephone closes at 11:59 p.m. Eastern Daylight Time on May 6, 2026.
  • ·XBRL tags reference Principal Executive Officer (PEO) and Non-PEO Named Executive Officer (NEO) compensation adjustments for 2023-2025, but no numerical values provided.
ROGERS CORPDEF 14Aneutralmateriality 6/10

24-03-2026

Rogers Corporation's 2026 definitive proxy statement details the virtual annual shareholder meeting on May 6, 2026 (record date February 25, 2026), seeking approval to elect nine directors (noting retirements of Peter Wallace and departure of former CEO Colin Gouveia), ratify PwC as 2026 independent auditor (2025 fees totaled $3.7M), approve advisory vote on NEO compensation (96% approval in 2025), and approve the 2026 Employee Stock Purchase Plan. The Board recommends voting FOR all proposals. No financial performance declines or flat metrics are discussed, as this is a governance-focused filing.

  • ·Annual meeting time: 11:30 a.m. Eastern Daylight Time, virtually at www.virtualshareholdermeeting.com/ROG2026
  • ·Peter Wallace informed Board on October 16, 2025, of non-re-election
  • ·Colin Gouveia resigned from Company and Board on July 12, 2025
  • ·Majority vote policy for uncontested director elections
  • ·Proxy materials and 2025 Form 10-K available at https://materials.proxyvote.com/775133
Clearway Energy, Inc.DEF 14Aneutralmateriality 7/10

24-03-2026

Clearway Energy, Inc. has issued a proxy statement for its 2026 Annual Meeting on April 29, 2026 (virtual format), seeking shareholder approval for: (1) election of 11 directors (4 independent), (2) advisory approval of executive compensation, (3) ratification of PricewaterhouseCoopers LLP as auditors for 2026, and (4) charter amendments converting Class A shares to Class C, eliminating future Class A issuance, and reducing authorized Class A shares from 500M to 34.6M. The company is a controlled company (over 50% voting power by CEG, owned by TotalEnergies SE and GIP/BlackRock), availing exemptions from certain NYSE independence rules while maintaining some governance practices like a fully independent nominating committee.

  • ·Annual Meeting at 9 a.m. ET on April 29, 2026, virtual via live webcast.
  • ·Filing date: March 24, 2026.
  • ·Controlled company status allows exemptions from NYSE rules on majority independent board and fully independent compensation committee.
  • ·Board has separate Chairman (Jonathan Bram) and CEO (Craig Cornelius); Lead Independent Director is Brian R. Ford.
  • ·Proxy solicitor: MacKenzie Partners, Inc. at (800) 322-2885.
HYSTER-YALE, INC.DEF 14Aneutralmateriality 6/10

24-03-2026

Hyster-Yale, Inc. filed its 2026 Proxy Statement for the annual stockholder meeting on May 12, 2026, seeking approval to elect 15 directors, an advisory vote on named executive officer compensation, amendment and restatement of the Non-Employee Directors' Equity Compensation Plan, and confirmation of Ernst & Young LLP as independent auditor for the fiscal year. The record date is March 16, 2026, with 14,453,826 shares of Class A Common Stock (1 vote per share) and 3,446,262 shares of Class B Common Stock (10 votes per share) outstanding. In 2025, the Board held 4 meetings, with all directors attending at least 75% of Board and committee meetings, and all but one attending the 2025 annual meeting.

  • ·Annual Meeting location: 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124-4069 at 9:00 a.m. on May 12, 2026.
  • ·Proxy voting deadline: May 11, 2026 at 11:59 p.m. EDT for electronic votes.
  • ·All directors attended the 2025 annual meeting except one excused absence.
  • ·Board committees: Audit Review (5 meetings in 2025), Nominating and Corporate Governance, Compensation and Human Capital, Planning Advisory, Finance, Executive.
ATI INCDEF 14Aneutralmateriality 8/10

24-03-2026

ATI Inc.'s 2026 DEF 14A Proxy Statement discloses compensation elements for Principal Executive Officers Robert S. Wetherbee and Kimberly A. Fields across fiscal years 2021-2025, including equity awards granted/vested, changes in fair value of prior awards, year-end values of unvested awards, and pension values, alongside data for Non-PEO Named Executive Officers. The filing details the Board's three standing committees (Audit and Risk, Nominating and Governance, Compensation and Leadership Development), all composed of independent directors, with 2025 meeting counts of 8, 5, and 5 respectively; chairs include Ruby Sharma (Audit and Risk), C. Corvi (Nominating and Governance), and L.M. Ball (Compensation and Leadership Development). It also covers corporate governance practices, risk oversight on cybersecurity, climate change, and talent development, with no specific performance trends or quantitative compensation changes provided in the excerpt.

  • ·Audit and Risk Committee members: Leroy M. Ball Jr., Herbert J. Carlisle, C. Corvi, J. B. Harvey, D. P. Hess, M. Kah, E. Lund, Jean Lydon-Rodgers, D. J. Morehouse, Ruby Sharma.
  • ·Mr. Ball and Ms. Sharma qualify as audit committee financial experts.
  • ·Mr. Wetherbee and Ms. Fields are not members of any standing committees but may attend meetings.
  • ·Cybersecurity measures include governance, training, technical safeguards (firewalls, intrusion detection, etc.), incident response plans, and insurance.
LKQ CORPDEF 14Amateriality 6/10

24-03-2026

Graham Holdings CoDEF 14Aneutralmateriality 7/10

24-03-2026

Graham Holdings Co (GHC) filed its DEF 14A Proxy Statement on March 24, 2026, ahead of the annual shareholder meeting, proposing the election of directors selected for high ethics, integrity, business acumen, and expertise in education, media, technology, finance, and governance. The filing includes XBRL-tagged executive compensation data components for PEO and Non-PEO NEOs across 2021-2025, alongside notices for internet availability of proxy materials and householding to reduce costs. No specific compensation values or performance metrics are detailed in the provided content.

  • ·Proxy materials and 2025 Annual Report available online; printed copies upon request to Treasurer at 1812 North Moore Street, Suite 2100, Arlington, VA 22209, (703) 345-6300.
  • ·Company operations span educational services, television broadcasting, manufacturing, healthcare, automotive dealerships, and other businesses.
  • ·Board seeks independent directors despite controlled company exemption; considers cultural and perspective diversity.
BCB BANCORP INCDEF 14Aneutralmateriality 7/10

24-03-2026

BCB Bancorp Inc's DEF 14A proxy statement details non-employee director compensation for FY 2025 ended December 31, 2025, including cash retainers starting at $30,000 annually for bank service plus committee fees, and equity awards of 4,690 restricted shares (valued at approximately $37,848) to most directors vesting February 3, 2026. The company reports a workforce of 327 employees (294 full-time, 33 part-time) as of December 31, 2025, and seeks shareholder ratification of Wolf & Company, P.C. as independent auditors for FY 2026. Several directors retired in 2025, including Ballance and Collins on January 13, Coughlin on April 24, and Vanaria on December 31.

  • ·Chairman of the Board receives $50K Bank + $25K Company annual retainers; Vice Chair $40K + $15K.
  • ·Committee chair retainers: Audit/Loan $12K each, ALCO/Compensation/IT/CG&N/Investment $10K each.
  • ·Mr. Coughlin's FY2025 compensation includes $125,560 change in pension value and $17,531 deferred plan contributions.
  • ·Mr. Hogan received $18,409 in perquisites (club membership).
  • ·Directors prohibited from hedging or pledging company stock.
EXPEDITORS INTERNATIONAL OF WASHINGTON INCDEF 14Amixedmateriality 8/10

24-03-2026

Expeditors International reported fairly strong 2025 financial performance despite not meeting goals due to a severe decline in ocean markets from Q3 through year-end; however, customs, Transcon road freight, warehousing, and distribution services achieved double-digit growth. The company returned $875M to shareholders via repurchases and dividends while growing its dividend as a Dividend Aristocrat. Key executive transitions included Dan Wall as CEO effective April 1, 2025, and Dave Hackett as CFO effective October 1, 2025, alongside an advisory vote on NEO compensation that received 89.8% support last year.

  • ·Annual shareholder meeting scheduled for May 5, 2026, with record date March 10, 2026.
  • ·Material weaknesses in internal control over financial reporting have been remediated.
  • ·Base salaries intentionally kept well below market at $100K or below to emphasize at-risk pay.
  • ·No incentive payments made in quarters with operating losses; cumulative losses must be recovered before funding resumes.
NATURAL HEALTH TRENDS CORPDEF 14Aneutralmateriality 4/10

24-03-2026

Natural Health Trends Corp. (NHTC) issued a proxy statement for its annual stockholder meeting on May 7, 2026, at 10:00 a.m. in Hong Kong, with a record date of March 10, 2026, seeking votes on director elections (Item One), approval of the 2026 Equity Incentive Plan (Item Two), and ratification of CBIZ CPAs P.C. as independent auditors for the year ending December 31, 2026 (Item Three). As of the record date, 8,577,848 shares of common stock were outstanding, requiring a quorum of at least 4,288,925 shares. The proxy highlights standard governance matters with no reported financial performance variances or compensation details in the provided content.

  • ·Annual meeting location: Units 1205-07, 12F, Mira Place Tower A, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong.
  • ·Principal executive offices: 609 Deep Valley Drive, Suite 395, Rolling Hills Estates, California 90274.
  • ·Proxy materials first made available on or about March 24, 2026.
VSE CORPDEF 14Aneutralmateriality 6/10

24-03-2026

VSE Corporation's DEF 14A Proxy Statement, filed March 24, 2026, solicits votes for its virtual Annual Meeting on May 7, 2026, including election of eight directors, ratification of Grant Thornton LLP as independent auditors for the year ending December 31, 2026, advisory approval of named executive officer compensation, and approval of an amendment authorizing blank check preferred stock issuance. The record date for stockholders is March 10, 2026. No financial performance metrics, period-over-period changes, or compensation amounts are specified in the filing content.

  • ·Annual Meeting held virtually at www.virtualshareholdermeeting.com/VSEC2026
  • ·Proxy materials first available March 24, 2026
  • ·Stockholders of record as of March 10, 2026 may vote
REPUBLIC SERVICES, INC.DEF 14Aneutralmateriality 6/10

24-03-2026

Republic Services, Inc. (RSG) filed its 2026 DEF 14A Proxy Statement on March 24, 2026, for the virtual annual shareholder meeting on May 7, 2026, proposing the election of 13 director nominees, an advisory vote to approve named executive officer (NEO) compensation, and ratification of the independent auditor for 2026. The filing includes pay versus performance disclosures for principal executive officers (PEOs) Mr. Slager (through June 25, 2021) and Mr. VanderArk (from June 26, 2021 onward), detailing equity award components such as vesting date fair values, year-end values, and changes in fair value for unvested awards across 2021-2025, with references to peer groups but no specific numerical performance changes provided in the excerpt. Record date is March 9, 2026.

  • ·Annual meeting: Thursday, May 7, 2026, at 10:30 a.m. Pacific Time via webcast at www.virtualshareholdermeeting.com/RSG2026.
  • ·Shareholder record date: close of business on March 9, 2026.
  • ·Shareholder list available for examination starting March 24, 2026, at corporate headquarters.
  • ·Peer groups referenced: 2021-2024 Peer Group and 2025 Peer Group.
TransUnionDEF 14Apositivemateriality 7/10

24-03-2026

TransUnion's DEF 14A proxy statement outlines the May 12, 2026 virtual annual meeting agenda, including election of 12 director nominees (11 independent), ratification of PricewaterhouseCoopers LLP as auditor for FY2026, advisory approval of NEO compensation (with 95.14% support in 2025 Say-on-Pay vote), and a stockholder proposal for special meeting rights which the Board recommends voting against. Executive compensation highlights strong 2025 performance with annual incentives at 154% of target and 2023 PSUs at 142% of target, aligning 93% of CEO target pay and 83% of other NEOs' pay as at-risk. Governance features include majority voting, declassified board, clawback policy, and stock ownership guidelines.

  • ·Annual Meeting: May 12, 2026 at 12:00 p.m. CDT, virtual at www.virtualshareholdermeeting.com/TRU2026; Record Date: March 16, 2026.
  • ·New directors Sayan Chakraborty and Charlotte B. Yarkoni appointed January 5, 2026.
  • ·Committee changes effective April 1, 2025: Linda K. Zukauckas as Audit Committee Chair; Thomas L. Monahan as Compensation Committee Chair.
  • ·Governance highlights: Clawback policy, stock ownership guidelines, no pledging/hedging, proxy access in bylaws.
FARMERS & MERCHANTS BANCORP INCDEF 14Aneutralmateriality 6/10

24-03-2026

Farmers & Merchants Bancorp, Inc. (FMAO) filed a definitive proxy statement for its virtual Annual Meeting of Shareholders on April 20, 2026, at 1:30 PM EST, seeking approval for the election of 11 director nominees, a non-binding advisory vote on executive compensation (say-on-pay), and ratification of Plante Moran, PLLC as the independent auditor for the fiscal year ending December 31, 2026. The record date for voting eligibility is February 27, 2026, with 13,748,074 shares of common stock outstanding as of January 1, 2026, including 164,667 restricted shares. No financial performance metrics or period-over-period comparisons are included in the filing.

  • ·Voting record date: close of business on February 27, 2026
  • ·Quorum requirement: 33 1/3% of shares entitled to vote
  • ·Directors elected by plurality vote; cumulative voting possible if shareholder notice given at least 48 hours prior to meeting
  • ·Proposal 2 (say-on-pay) and Proposal 3 (auditor ratification) require majority of votes cast
  • ·Broker non-votes on Proposals 1 and 2; no discretionary voting by brokers
  • ·Virtual meeting webcast: www.virtualshareholdermeeting.com/FMAO2026; replay available until April 20, 2027

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