ACCO BRANDS CORP (ACCO)
Sector: Industrials
2026 Annual Meeting Analysis
ACCO BRANDS CORP · Meeting: May 19, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Directors
Against Analysis
Mr. Burton joined in 2022 and his tenure fully overlaps the period of severe stock underperformance: ACCO's shares have fallen roughly 28% over three years while the broader industrials ETF (XLI) gained 69%, a gap of nearly 97 percentage points — far exceeding the 30-point trigger threshold for companies with negative absolute returns; the five-year record is worse (-52% absolute), so no mitigant applies.
Ms. Dvorak has served since 2010 and her tenure fully encompasses the company's prolonged underperformance: ACCO stock is down roughly 28% over three years and 52% over five years, while the industrials ETF (XLI) rose 69% and 69% respectively over the same windows, representing a gap that far exceeds the applicable threshold; the five-year record provides no mitigant.
Mr. Jotwani has served since 2014 and his extended tenure means he bears full accountability for the company's sustained underperformance, with ACCO shares down 28% over three years and 52% over five years against an industrials sector ETF (XLI) that gained 69% over three years; the gap of nearly 97 percentage points far exceeds the policy trigger and the five-year record provides no relief.
Mr. Keller has served since 2005 — the longest tenure on the board — and his service fully overlaps the company's deep and sustained underperformance, with ACCO shares down 28% over three years and 52% over five years versus an industrials ETF (XLI) gain of 69% over three years; the gap far exceeds every applicable threshold and the five-year record confirms continued underperformance.
Mr. Lombardi has served since 2018, giving him meaningful tenure over the full underperformance period (ACCO down 28% over three years and 52% over five years vs. XLI +69%), which alone triggers a negative vote; additionally, as a sitting CEO of a public company (Prestige Consumer Healthcare) who also holds this outside board seat, he meets the overboarding trigger under the policy, which limits sitting CEOs to one outside public board seat.
Ms. Monteagudo has served since 2016 and her tenure fully overlaps the company's prolonged decline: ACCO shares are down 28% over three years and 52% over five years while the industrials sector ETF (XLI) gained 69% over three years, a gap of nearly 97 percentage points that far exceeds the applicable trigger threshold and is not mitigated by the five-year record.
Mr. Rajkowski has served since 2012, providing the second-longest tenure on the board, and as Chairman since April 2024 he carries particular accountability for board oversight; ACCO shares are down 28% over three years and 52% over five years against an industrials ETF (XLI) that gained 69%, a gap vastly exceeding the trigger threshold, with no mitigation available from the five-year record.
For Analysis
Ms. Simermeyer joined the board in 2023, placing her tenure at under 24 months relative to the filing date of March 2026, which qualifies her for the new-director exemption under the policy; she is not yet accountable for the prior-period underperformance, attended all required meetings, is independent, and brings relevant executive experience.
Mr. Tedford joined the board in October 2023 as CEO and director, placing his tenure at approximately 29 months as of the March 2026 filing date; while just beyond the strict 24-month exemption window, the policy calls for a proportional flag rather than an automatic no vote when tenure covers less than half the underperformance period, and as the incoming CEO he bears limited accountability for the prior trajectory; no other policy triggers (overboarding, independence, attendance) apply.
Seven of nine director nominees receive an AGAINST vote due to the company's severe and sustained stock underperformance: ACCO's shares have declined roughly 28% over three years and 52% over five years while the industrials sector ETF (XLI — the applicable fallback benchmark, as no named peer group is used for director TSR purposes) gained approximately 69% over three years, producing a gap of nearly 97 percentage points that far exceeds the 30-point trigger for companies with negative absolute returns. The five-year record provides no mitigant. Mr. Lombardi also triggers the overboarding rule as a sitting public-company CEO holding an outside board seat. Only Ms. Simermeyer (protected by the 24-month new-director exemption) and Mr. Tedford (incoming CEO with limited tenure overlap) receive FOR votes.
Say on Pay
✓ FORCEO
Thomas W. Tedford
Total Comp
$4,488,935
Prior Support
97.6%%
The CEO's total reported compensation of approximately $4.49 million is below the peer group median (the company explicitly states his target total compensation is below the 50th percentile of its peer group), and approximately 85% of his pay consists of variable, performance-linked pay — well above the 50-60% threshold the policy requires for a positive pay mix assessment. Annual cash bonuses paid out at only 10% of target for all named executives due to the company missing its financial targets, demonstrating that the incentive structure is functioning as intended and aligning pay with actual performance outcomes; the long-term performance stock awards for the 2023-2025 cycle vested at 74.2% of target, also reflecting below-target results. The company has a robust clawback policy that exceeds Dodd-Frank requirements, no prior-year support concern (97.6% approval in 2025), and the prior year's strong say-on-pay result indicates no remediation is required.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$3,302,420
Non-Audit Fees
$25,500
Non-audit fees (tax fees of $1,900 plus all other fees of $10,800 plus audit-related fees of $12,800 = $25,500) represent less than 1% of audit fees ($3,302,420), which is well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a company of ACCO's size; auditor tenure is not disclosed in the proxy so the tenure trigger does not fire under policy; no material restatements are disclosed.
Overall Assessment
The 2026 ACCO Brands annual meeting ballot presents significant governance concerns primarily driven by the company's severe and sustained stock underperformance — shares are down 28% over three years and 52% over five years while the industrials sector ETF (XLI) gained 69% over the same three-year window — resulting in AGAINST votes for seven of nine director nominees. The say-on-pay vote receives a FOR determination because CEO compensation is below peer median, 85% of pay is variable and at-risk, and bonus payouts correctly fell to only 10% of target in 2025 reflecting genuine pay-for-performance alignment; auditor ratification also passes easily with negligible non-audit fees.