Sector: Consumer Discretionary
YETI HOLDINGS INC · Meeting: May 7, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Arens joined the board in March 2025, which is within the 24-month new-director exemption window, so he is fully exempt from the stock performance trigger; he brings relevant consumer brand and outdoor industry experience with no overboarding or attendance concerns.
YETI's 3-year stock return of -10% outperforms the company-disclosed peer group median of -34.2% by +24.2 percentage points, which is above the 20-percentage-point threshold required to trigger a vote against; Kelley has relevant e-commerce and consumer products experience and holds three public board seats, which is within the four-seat limit.
YETI outperforms its disclosed peer group on a 3-year basis by +24.2 percentage points, so the stock performance trigger does not fire; McCoy brings deep executive leadership experience in recreation products and holds three public board seats, within the permitted limit.
YETI outperforms its disclosed peer group on a 3-year basis by +24.2 percentage points, so the stock performance trigger does not fire; Shearer has extensive public accounting and consumer products finance experience, serves as audit committee chair, and holds three public board seats, within the permitted limit.
All four Class II director nominees receive a FOR vote. YETI's 3-year stock return of -10% beats the company-disclosed compensation peer group median of -34.2% by +24.2 percentage points, which is above the 20-point threshold required to trigger a vote against under the negative absolute TSR tier — meaning shareholders have actually done better than most peers. Arne Arens, who joined in March 2025, is exempt from the TSR test entirely because he has been on the board for less than 24 months. No overboarding, attendance, independence, or qualification issues were identified for any nominee.
CEO
Matthew J. Reintjes
Total Comp
$7,697,528
Prior Support
96.7%%
CEO total compensation of $7.7 million is reasonable for a $2.7 billion consumer cyclical company, and the prior say-on-pay vote received 96.7% shareholder support — well above the 70% threshold that would require remediation. The pay mix is strongly performance-oriented: the CEO receives 75% of his long-term equity as performance-based stock awards tied to three-year cumulative free cash flow and a relative total shareholder return modifier, with the short-term bonus paid at only 71% of target in 2025 reflecting actual below-target financial results — meaning the incentive structure worked as intended by reducing pay when performance fell short. YETI's 3-year stock return of -10% outperforms its disclosed peer group median of -34.2%, so there is no pay-for-performance misalignment concern; variable pay was earned in an environment where shareholders fared better than most peers.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$1,550,031
Non-Audit Fees
$776,196
Tax and other non-audit fees paid to PwC in fiscal 2025 were $776,196, which equals approximately 50.1% of the $1,550,031 in audit fees — right at the 50% threshold; however, the fee composition is essentially in line with the policy limit, there are no disclosed restatements, and PwC is a Big 4 firm appropriate for a company of YETI's size. Auditor tenure is not disclosed in the filing, so the tenure trigger does not fire per policy.
YETI's 2026 annual meeting ballot is straightforward with no major governance concerns: all four Class II director nominees pass the stock performance screen because YETI has outperformed its disclosed peer group over the past three years despite a negative absolute return, the CEO pay program is well-structured with a strong performance orientation and received 96.7% shareholder support last year, and the auditor fee ratio is essentially at the policy threshold but does not clearly trigger a negative vote. There are no stockholder proposals on the ballot.
16 companies disclosed in 2026 proxy filing
