ACCO BRANDS CORP (ACCO)
Sector: Industrials
2026 Annual Meeting Analysis
ACCO BRANDS CORP · Meeting: May 19, 2026
Directors FOR
1
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Directors
Against Analysis
Mr. Burton has served since 2022, meaning his tenure fully overlaps the period of severe stock underperformance; ACCO's stock fell roughly 28% over three years while the industrial sector ETF (XLI) gained 69%, a gap of nearly 97 percentage points that far exceeds the 30-point trigger threshold for companies with negative absolute returns.
Ms. Dvorak has served since 2010, giving her a tenure that spans the entire underperformance period; the company's 3-year stock decline of 28% against the industrial sector ETF (XLI) gain of 69% represents a gap of roughly 97 percentage points, well above the 30-point trigger, and the 5-year record (-52.3% for ACCO vs. strong ETF gains) provides no mitigating offset.
Mr. Jotwani has served since 2014 and his tenure fully encompasses the severe underperformance period; ACCO's 3-year stock return of negative 28% versus the XLI industrial sector ETF's gain of 69% produces a gap of approximately 97 percentage points, far exceeding the 30-point trigger threshold, and the 5-year TSR of negative 52% confirms this is not a short-term anomaly.
Mr. Keller has been a director since 2005, making him one of the longest-tenured board members; ACCO's 3-year stock decline of 28% against the XLI industrial sector ETF's gain of 69% is a gap of roughly 97 percentage points, well beyond the 30-point trigger, and the deeply negative 5-year return of -52% for ACCO shareholders shows the underperformance is sustained, not temporary.
Mr. Lombardi is currently the Chairman, President and CEO of Prestige Consumer Healthcare, and serving on the ACCO board constitutes an outside public company board seat; under our policy, a sitting CEO should not hold two or more outside public board seats because their primary obligation is to their own company's shareholders, and additionally ACCO's 3-year stock underperformance of roughly 97 percentage points versus the XLI industrial sector ETF (negative 28% vs. positive 69%) independently triggers an AGAINST vote.
Ms. Monteagudo has served since 2016, and her tenure fully covers the underperformance period; ACCO's 3-year stock return of negative 28% compared to the XLI industrial sector ETF's gain of 69% results in a gap of approximately 97 percentage points, far exceeding the 30-point trigger threshold for companies with negative absolute returns, and the 5-year return of negative 52% confirms sustained underperformance.
Mr. Rajkowski, who became independent Chairman in 2024, has served on the board since 2012, meaning his tenure substantially overlaps the entire underperformance period; ACCO's 3-year stock decline of 28% against the XLI industrial sector ETF's gain of 69% is a gap of approximately 97 percentage points — well beyond the 30-point trigger — and the 5-year return of negative 52% for shareholders eliminates any 5-year mitigant.
Mr. Tedford joined the board in October 2023 as President and CEO, meaning his board tenure exceeds 24 months by the time of the May 2026 annual meeting, so the TSR exemption for newer directors does not fully apply; under our policy, executive directors including the CEO are subject to the same TSR trigger as independent directors, and ACCO's 3-year stock underperformance of roughly 97 percentage points versus the XLI industrial sector ETF far exceeds the 30-point threshold — this AGAINST vote on Mr. Tedford as a director is independent of the separate Say on Pay analysis.
For Analysis
Ms. Simermeyer joined the board in 2023, meaning she has served for less than 24 months as of the underperformance measurement period, which exempts her from the TSR underperformance trigger under our policy; she has relevant operating and marketing experience from senior roles at Ecolab and Procter & Gamble, and all attendance and independence requirements are met.
Eight of nine director nominees receive an AGAINST vote: seven long-tenured independent directors (Burton, Dvorak, Jotwani, Keller, Monteagudo, Rajkowski) and the CEO-director (Tedford) all trigger the TSR underperformance policy because ACCO's 3-year stock return of negative 28% trails the XLI industrial sector ETF by approximately 97 percentage points, far exceeding the 30-point trigger for companies with negative absolute returns, and the 5-year record of negative 52% eliminates any mitigating offset. Ron Lombardi additionally triggers the overboarding policy as a sitting CEO (of Prestige Consumer Healthcare) holding an outside board seat. Only Elizabeth Simermeyer, who joined in 2023 and falls within the 24-month new-director exemption, receives a FOR vote.
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 positioned below the 50th percentile of the company's peer group as disclosed in the proxy, which is consistent with benchmark expectations for a mid-small cap industrial company and does not exceed the policy's individual CEO threshold. Pay mix is strongly variable — approximately 85% of the CEO's target compensation is at-risk performance-based pay (including performance stock awards and annual incentives), well above the 50-60% minimum required by our policy. Although the annual bonus payout was only 10% of target due to the company missing nearly all its financial targets in 2025, this outcome actually reflects the incentive plan working as intended — executives received very little bonus because results were poor, which is appropriate pay-for-performance alignment, and the prior year's 97.6% shareholder support provides no basis for concern about the program structure.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$3,302,420
Non-Audit Fees
$25,500
Non-audit fees (audit-related fees of $12,800 plus tax fees of $1,900 plus other fees of $10,800, totaling $25,500) represent less than 1% of total audit fees of $3,302,420, 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 cannot fire, and no material restatements were identified.
Overall Assessment
The 2026 ACCO Brands annual meeting ballot presents significant governance concerns: eight of nine director nominees receive an AGAINST vote driven primarily by severe and sustained stock underperformance — ACCO's shares lost roughly 28% over three years while the XLI industrial sector ETF gained 69%, a gap of approximately 97 percentage points that far exceeds the policy trigger threshold, with the 5-year record of negative 52% confirming no short-term mitigant applies. The Say on Pay vote receives a FOR because the CEO is paid below peer median, the pay program is heavily performance-based, and the 2025 annual bonus paying out at only 10% of target demonstrates the incentive plan is working correctly; the auditor ratification also receives a FOR given minimal non-audit fees and an appropriate Big 4 auditor.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing