RBC BEARINGS INC (RBC)
Sector: Industrials
2026 Annual Meeting Analysis
RBC BEARINGS INC · Meeting: September 3, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors — Class III
RBC's 3-year stock return of 170% outpaces the XLI industrials ETF by +96.1 percentage points, far exceeding the 80-point threshold required to trigger a vote against even under the strongest-positive-TSR tier; no overboarding, attendance, or independence concerns apply to this executive director.
RBC's 3-year stock return of 170% outpaces the XLI industrials ETF by +96.1 percentage points, well above the 80-point threshold needed to trigger a vote against; Ms. Ennico has served since 2020, holds no excessive outside board seats, and has relevant human capital and compensation expertise.
Both Class III nominees pass all policy screens. RBC's exceptional 3-year stock return of 170% — beating the XLI industrials ETF by +96.1 percentage points — means the TSR trigger does not fire for either director. No overboarding, attendance, independence, or qualification concerns were identified.
Say on Pay
✓ FORCEO
Michael J. Hartnett
Total Comp
$19,558,706
Prior Support
81%%
The prior year's advisory vote received 81% support, comfortably above the 70% threshold that would require a response, and the compensation structure was not materially changed as a result — which is appropriate given that level of support. The CEO's pay is heavily performance-driven: the proxy discloses that 91.7% of total CEO compensation in fiscal 2026 was tied to performance-based programs (adjusted EBITDA bonuses and equity awards), well above the 50-60% minimum the policy requires. RBC's stock returned 170% over three years versus XLI's 73.9%, meaning the above-benchmark incentive pay is clearly aligned with shareholders' strong experience over the same period.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,956,000
Non-Audit Fees
$3,600
Non-audit fees of $3,600 represent less than 1% of audit fees of $2,956,000, far below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so no tenure trigger fires per policy. Ernst & Young is a Big 4 firm appropriate for a company of RBC's size and complexity.
Overall Assessment
RBC Bearings' 2026 annual meeting presents a clean three-proposal ballot with no stockholder-submitted proposals. All three proposals — director elections, auditor ratification, and say-on-pay — receive FOR votes under the policy, supported by RBC's outstanding stock performance, a heavily performance-tied executive pay structure with strong shareholder support, and an auditor fee structure that raises no independence concerns.