ARKO (ARKO)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
ARKO · Meeting: June 4, 2026
Directors FOR
1
Directors AGAINST
5
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Six Directors to Serve Until the 2027 Annual Meeting
Against Analysis
Kotler has served as Chairman and CEO-director since December 2020, giving him full tenure overlap with the severe 3-year underperformance period; ARKO's stock fell roughly 16% over three years while the XLY consumer cyclical ETF rose 68%, a gap of nearly 84 percentage points that far exceeds the 30-point trigger threshold for companies with negative absolute returns, and the 5-year record (-25.1% for ARKO vs strong ETF gains) confirms this is sustained rather than transient underperformance.
Heyer has served since the December 2020 business combination and is therefore fully accountable for the three-year stock underperformance of roughly 84 percentage points below the XLY ETF, which triggers a vote against under the policy; additionally, Heyer appears to hold seats on at least five public company boards simultaneously (ARKO, RMIX, OSW, BTMD, and LOVE), which exceeds the four-seat overboarding limit, providing a second independent reason to vote against.
Edmiston has served since December 2020, giving him full overlap with the three-year underperformance period; ARKO's stock trailed the XLY consumer cyclical ETF by approximately 84 percentage points over three years, far exceeding the 30-point trigger threshold applicable to companies with negative absolute returns, and the 5-year record provides no mitigating recovery.
Friedman joined in June 2023, which is more than 24 months before the meeting date, so the new-director exemption does not apply; his tenure covers the bulk of the three-year underperformance period during which ARKO trailed the XLY ETF by roughly 84 percentage points, exceeding the 30-point trigger, and the 5-year check does not provide a mitigant given ARKO's deeply negative five-year return.
Karet joined in June 2023, placing her beyond the 24-month new-director exemption window; her tenure meaningfully overlaps with the severe three-year underperformance versus the XLY ETF (gap of approximately 84 percentage points, well above the 30-point trigger), and the five-year return record does not provide a mitigating offset.
For Analysis
Fogel joined the board in December 2025, which is less than 24 months before the June 2026 meeting date, so he qualifies for the new-director exemption under the policy and is not subject to the TSR underperformance trigger; no other disqualifying factors are present.
Five of the six director nominees — Kotler, Heyer, Edmiston, Friedman, and Karet — receive an AGAINST vote because ARKO's stock has fallen approximately 16% over three years while the XLY consumer cyclical ETF gained 68%, a gap of roughly 84 percentage points that far exceeds the 30-point threshold triggering a vote against for companies with negative absolute returns; the 5-year record (-25.1%) confirms sustained underperformance with no mitigating recovery. Heyer receives a second independent AGAINST flag for apparent overboarding across five or more public company boards. Only Yona Fogel, who joined in December 2025, is exempt as a new director.
Say on Pay
✓ FORCEO
Arie Kotler
Total Comp
$5,494,095
Prior Support
74%%
CEO total compensation of approximately $5.49 million is within a reasonable range for a company of ARKO's size (roughly $770 million market cap) in the consumer cyclical sector, and the pay structure includes a meaningful performance-based component — roughly 54% of Kotler's pay came from variable elements including a performance stock unit program tied to EBITDA targets and stock price hurdles, and a bonus that paid out at only 67.5% of target reflecting actual results. The prior year's advisory vote received approximately 74% support, above the 70% threshold that would require a response, and the company did maintain its performance-linked pay structure. While ARKO's stock has significantly underperformed the broader consumer sector over three years, the incentive pay structure does include meaningful performance conditions (EBITDA vs. budget, stock price targets for a portion of CEO equity), and the bonus paid out below the maximum, which is broadly consistent with pay-for-performance alignment.
Auditor Ratification
✗ AGAINSTAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$1,414,000
Non-Audit Fees
$1,056,103
Under the policy, when fees paid for services other than the core audit exceed 50% of core audit fees, there is a concern that the financial relationship has grown large enough to raise questions about the auditor's independence from management; here, non-audit fees (audit-related services of $850,000 plus tax fees of $206,103, totaling approximately $1,056,000) represent about 75% of the $1,414,000 in core audit fees, well above the 50% threshold, triggering an AGAINST vote.
Overall Assessment
The 2026 ARKO annual meeting ballot contains three proposals; the most significant governance concern is sustained and severe stock underperformance — ARKO's shares fell roughly 16% over three years while the XLY consumer cyclical ETF gained 68%, a gap of approximately 84 percentage points — triggering AGAINST votes for five of the six director nominees and leaving only the newest director, Yona Fogel, with a FOR vote. The auditor ratification also receives an AGAINST vote because non-audit fees represent approximately 75% of core audit fees, well above the 50% independence-concern threshold, while the Say on Pay vote receives a FOR based on a reasonably structured performance-linked compensation program with a below-target bonus payout.