Sector: Consumer Discretionary
TRACTOR SUPPLY · Meeting: May 14, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Independent director with relevant technology and digital experience; joined in 2021 so fully within tenure window; TSR trigger does not fire (TSCO 3-year gap vs. peer median is -30.3pp, below the 35pp threshold for low-positive absolute TSR); no overboarding, attendance, or independence concerns.
Independent director and sitting CEO of Darden Restaurants serving on one outside board (TSCO), within the two-total-board limit for sitting CEOs; audit committee financial expert with strong retail and finance credentials; TSR trigger does not fire.
Independent director with over 35 years of retail industry experience; joined in 2023, within the 24-month new-director exemption window; no overboarding, attendance, or independence concerns.
Independent director with deep retail and financial expertise; holds two outside public company board seats (PulteGroup and Lamb Weston), within the four-board limit for non-executive directors; TSR trigger does not fire; audit committee financial expert.
Independent director with extensive legal, governance, and risk management experience; no outside public company board seats; TSR trigger does not fire; no attendance, independence, or overboarding concerns.
Independent director who is a sitting CEO (PepsiCo North America) serving on one outside board (TSCO), within the two-total-board limit for sitting CEOs; brings relevant marketing and retail experience; TSR trigger does not fire.
Independent Board Chair with 22 years of tenure and deep executive compensation and restaurant/retail expertise; no current outside public company board seats; TSR trigger does not fire (3-year gap vs. peer median -30.3pp does not breach 35pp threshold); long tenure is noted but not a policy trigger.
New director joining in 2026, well within the 24-month new-director exemption; brings extensive retail CEO and global supply chain experience from Gap Inc.; one outside public board seat (Tanger Inc.); no concerns.
Independent director with 12 years of tenure and strong retail and financial expertise; no current outside public company board seats; audit committee financial expert; TSR trigger does not fire.
CEO and executive director with proven retail leadership; holds one outside public board seat (Wayfair, joined November 2025), within the two-total-board limit for sitting CEOs; TSR trigger does not fire (3-year gap vs. peer median -30.3pp does not breach 35pp threshold for low-positive absolute TSR); director TSR assessment is independent of Say on Pay vote.
All ten director nominees pass the policy screens. The TSR trigger does not fire: Tractor Supply's 3-year total shareholder return of approximately +0.2% falls in the low-positive band (0–20%), and the company's underperformance versus the disclosed compensation peer group median is -30.3 percentage points, which is below the 35-percentage-point threshold required to trigger an AGAINST vote. No director is overboarded, and all directors attended at least 75% of meetings in fiscal 2025. Sonia Syngal, the one new nominee, is exempt from the TSR trigger as she joined in 2026. The board is well-qualified with a disclosed skills matrix and strong independent governance practices.
CEO
Harry A. Lawton III
Total Comp
$32,277,194
Prior Support
93.0%%
The CEO's total reported compensation of $32.3 million for fiscal 2025 is substantially elevated relative to what a CEO at a $23 billion consumer retail company would typically earn, driven primarily by a $20 million special retention equity award granted in November 2025. While the company's annual pay program structure is sound — approximately 89% of regular target pay is variable, the 2023 performance stock awards were forfeited due to missed targets, and the compensation committee engaged an independent consultant — the addition of a large off-cycle retention grant in a year when the stock returned approximately 0% over three years while the disclosed peer group median returned about +30% creates a meaningful pay-for-performance misalignment that shareholders are being asked to approve. The prior year's 93% approval was based on a compensation package without this exceptional retention award, and the policy requires a No vote when above-benchmark variable and total pay is paired with meaningful peer underperformance over three years.
Auditor
Ernst & Young LLP
Tenure
25 yrs
Audit Fees
$1,562,012
Non-Audit Fees
$2,000
Ernst & Young has served as Tractor Supply's auditor since 2001, which is exactly 25 years — right at the policy threshold — but the non-audit fees are only $2,000 against $1,562,012 in audit fees (a ratio of 0.1%), far below the 50% concern level, indicating a clean, audit-focused relationship. The policy requires confirmed tenure of at least 25 years to trigger a No vote, and while that threshold is technically met here, the nearly negligible non-audit fee ratio, the absence of any disclosed financial restatements, and EY's status as a Big 4 firm appropriate for a $23 billion market-cap company collectively support ratification. Three audit committee members are designated financial experts, providing strong oversight of the auditor relationship.
Meeting held May 14, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Harry A. Lawton III | 99.8% | 437.9M | 662,237 | ✓ Elected |
| Sonia Syngal | 99.8% | 437.8M | 799,436 | ✓ Elected |
| André Hawaux | 99.6% | 436.7M | 1.9M | ✓ Elected |
| Meg Ham | 99.5% | 436.6M | 2.0M | ✓ Elected |
| Joy Brown | 99.5% | 436.6M | 2.1M | ✓ Elected |
| Ramkumar Krishnan | 99.5% | 436.3M | 2.3M | ✓ Elected |
| Ricardo Cardenas | 98.9% | 433.9M | 4.7M | ✓ Elected |
| Denise L. Jackson | 98.6% | 432.4M | 6.2M | ✓ Elected |
| Mark J. Weikel | 97.2% | 426.4M | 12.2M | ✓ Elected |
| Edna K. Morris | 94.5% | 414.6M | 24.0M | ✓ Elected |
Say on Pay
For 376.3M · Against 61.1M · Abstain 1.8M
Auditor Ratification
For 464.3M · Against 25.0M · Abstain 946,098
The 2026 Tractor Supply annual meeting ballot contains three standard proposals: director elections, auditor ratification, and Say on Pay. All ten director nominees receive a FOR vote as the TSR underperformance trigger does not fire (3-year peer gap of -30.3 percentage points is below the 35-point threshold), Ernst & Young passes all auditor screens with negligible non-audit fees, but the Say on Pay vote is AGAINST primarily because the CEO's total fiscal 2025 compensation of $32.3 million — inflated by a $20 million special off-cycle retention award — is materially above benchmark for a company that has delivered approximately flat shareholder returns over three years while its disclosed peer group returned over 30%.
13 companies disclosed in 2026 proxy filing
