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2023 Proxy Statement
Cover Page
Proxy Overview
Notice of 2023 Annual Meeting of Shareholders
Table of Contents
Proxy Statement
Election of Directors
Item 1 - Election of Directors
Board of Directors Information
- Biographical Information
- Director Nominee Diversity, Tenure, Skills, and Characteristics
- Corporate Governance
- Board Meetings and Committees
- Compensation of Directors
Ratification of Auditors
Item 2 - Ratification of the Appointment of Ernst & Young LLP as Independent Auditors
Auditors
- Fee Information
- Pre-Approval Policies and Procedures
- Audit Committee Report
Executive Compensation
Item 3 - Advisory Vote to Approve Executive Compensation
Item 4 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Executive Compensation
- Compensation Discussion and Analysis
- Leadership Development and Compensation Committee Report
- Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards and Stock Vested
- Potential Payments Upon Termination of Employment or Change-in-Control
- Pay Versus Performance Table
Reapproval of Stock Incentive Plan
Item 5 - Reapproval of Our 1997 Plan for Purposes of French Tax Law
Shareholder Proposals
Item 6 - Shareholder Proposal Requesting a Report on Retirement Plan Options
Item 7 - Shareholder Proposal Requesting a Report on Customer Due Diligence
Item 8 - Shareholder Proposal Requesting Reporting on Content and Product Removal/Restrictions
Item 9 - Shareholder Proposal Requesting a Report on Content Removal Requests
Item 10 - Shareholder Proposal Requesting Additional Reporting on Stakeholder Impacts
Item 11 - Shareholder Proposal Requesting Alternative Tax Reporting
Item 12 - Shareholder Proposal Requesting Additional Reporting on Climate Lobbying
Item 13 - Shareholder Proposal Requesting Additional Reporting on Gender/Racial Pay
Item 14 - Shareholder Proposal Requesting an Analysis of Costs Associated with Diversity, Equity, and Inclusion Programs
Item 15 - Shareholder Proposal Requesting an Amendment to Our Bylaws to Require Shareholder Approval for Certain Future Amendments
Item 16 - Shareholder Proposal Requesting Additional Reporting on Freedom of Association
Item 17 - Shareholder Proposal Requesting a New Policy Regarding Our Executive Compensation Process
Item 18 - Shareholder Proposal Requesting Additional Reporting on Animal Welfare Standards
Item 19 - Shareholder Proposal Requesting an Additional Board Committee
Item 20 - Shareholder Proposal Requesting an Alternative Director Candidate Policy
Item 21 - Shareholder Proposal Requesting a Report on Warehouse Working Conditions
Item 22 - Shareholder Proposal Requesting a Report on Packaging Materials
Item 23 - Shareholder Proposal Requesting a Report on Customer Use of Certain Technologies
Annual Meeting Information
General
Outstanding Securities and Quorum
Internet Availability of Proxy Materials
Proxy Voting
Other Matters
Voting Standard
Revocation
Participating in the Annual Meeting
Additional Information
Beneficial Ownership of Shares
Securities Authorized for Issuance Under Equity Compensation Plans
Other Information
Appendix A - Summary of the 1997 Stock Incentive Plan
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2023 Proxy Statement
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Page 39 of 132
2023 Proxy Statement
Cover Page
Proxy Overview
Notice of 2023 Annual Meeting of Shareholders
Table of Contents
Proxy Statement
Election of Directors
Item 1 - Election of Directors
Board of Directors Information
- Biographical Information
- Director Nominee Diversity, Tenure, Skills, and Characteristics
- Corporate Governance
- Board Meetings and Committees
- Compensation of Directors
Ratification of Auditors
Item 2 - Ratification of the Appointment of Ernst & Young LLP as Independent Auditors
Auditors
- Fee Information
- Pre-Approval Policies and Procedures
- Audit Committee Report
Executive Compensation
Item 3 - Advisory Vote to Approve Executive Compensation
Item 4 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Executive Compensation
- Compensation Discussion and Analysis
- Leadership Development and Compensation Committee Report
- Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards and Stock Vested
- Potential Payments Upon Termination of Employment or Change-in-Control
- Pay Versus Performance Table
Reapproval of Stock Incentive Plan
Item 5 - Reapproval of Our 1997 Plan for Purposes of French Tax Law
Shareholder Proposals
Item 6 - Shareholder Proposal Requesting a Report on Retirement Plan Options
Item 7 - Shareholder Proposal Requesting a Report on Customer Due Diligence
Item 8 - Shareholder Proposal Requesting Reporting on Content and Product Removal/Restrictions
Item 9 - Shareholder Proposal Requesting a Report on Content Removal Requests
Item 10 - Shareholder Proposal Requesting Additional Reporting on Stakeholder Impacts
Item 11 - Shareholder Proposal Requesting Alternative Tax Reporting
Item 12 - Shareholder Proposal Requesting Additional Reporting on Climate Lobbying
Item 13 - Shareholder Proposal Requesting Additional Reporting on Gender/Racial Pay
Item 14 - Shareholder Proposal Requesting an Analysis of Costs Associated with Diversity, Equity, and Inclusion Programs
Item 15 - Shareholder Proposal Requesting an Amendment to Our Bylaws to Require Shareholder Approval for Certain Future Amendments
Item 16 - Shareholder Proposal Requesting Additional Reporting on Freedom of Association
Item 17 - Shareholder Proposal Requesting a New Policy Regarding Our Executive Compensation Process
Item 18 - Shareholder Proposal Requesting Additional Reporting on Animal Welfare Standards
Item 19 - Shareholder Proposal Requesting an Additional Board Committee
Item 20 - Shareholder Proposal Requesting an Alternative Director Candidate Policy
Item 21 - Shareholder Proposal Requesting a Report on Warehouse Working Conditions
Item 22 - Shareholder Proposal Requesting a Report on Packaging Materials
Item 23 - Shareholder Proposal Requesting a Report on Customer Use of Certain Technologies
Annual Meeting Information
General
Outstanding Securities and Quorum
Internet Availability of Proxy Materials
Proxy Voting
Other Matters
Voting Standard
Revocation
Participating in the Annual Meeting
Additional Information
Beneficial Ownership of Shares
Securities Authorized for Issuance Under Equity Compensation Plans
Other Information
Appendix A - Summary of the 1997 Stock Incentive Plan
2023 Proxy Statement
2023 Proxy Statement
Cover Page
Proxy Overview
Notice of 2023 Annual Meeting of Shareholders
Table of Contents
Proxy Statement
Election of Directors
Election of Directors
Item 1 - Election of Directors
Board of Directors Information
- Biographical Information
- Director Nominee Diversity, Tenure, Skills, and Characteristics
- Corporate Governance
- Board Meetings and Committees
- Compensation of Directors
Ratification of Auditors
Ratification of Auditors
Item 2 - Ratification of the Appointment of Ernst & Young LLP as Independent Auditors
Auditors
- Fee Information
- Pre-Approval Policies and Procedures
- Audit Committee Report
Executive Compensation
Executive Compensation
Item 3 - Advisory Vote to Approve Executive Compensation
Item 4 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Executive Compensation
- Compensation Discussion and Analysis
- Leadership Development and Compensation Committee Report
- Summary Compensation Table
- Grants of Plan-Based Awards
- Outstanding Equity Awards and Stock Vested
- Potential Payments Upon Termination of Employment or Change-in-Control
- Pay Versus Performance Table
Reapproval of Stock Incentive Plan
Reapproval of Stock Incentive Plan
Item 5 - Reapproval of Our 1997 Plan for Purposes of French Tax Law
Shareholder Proposals
Shareholder Proposals
Item 6 - Shareholder Proposal Requesting a Report on Retirement Plan Options
Item 7 - Shareholder Proposal Requesting a Report on Customer Due Diligence
Item 8 - Shareholder Proposal Requesting Reporting on Content and Product Removal/Restrictions
Item 9 - Shareholder Proposal Requesting a Report on Content Removal Requests
Item 10 - Shareholder Proposal Requesting Additional Reporting on Stakeholder Impacts
Item 11 - Shareholder Proposal Requesting Alternative Tax Reporting
Item 12 - Shareholder Proposal Requesting Additional Reporting on Climate Lobbying
Item 13 - Shareholder Proposal Requesting Additional Reporting on Gender/Racial Pay
Item 14 - Shareholder Proposal Requesting an Analysis of Costs Associated with Diversity, Equity, and Inclusion Programs
Item 15 - Shareholder Proposal Requesting an Amendment to Our Bylaws to Require Shareholder Approval for Certain Future Amendments
Item 16 - Shareholder Proposal Requesting Additional Reporting on Freedom of Association
Item 17 - Shareholder Proposal Requesting a New Policy Regarding Our Executive Compensation Process
Item 18 - Shareholder Proposal Requesting Additional Reporting on Animal Welfare Standards
Item 19 - Shareholder Proposal Requesting an Additional Board Committee
Item 20 - Shareholder Proposal Requesting an Alternative Director Candidate Policy
Item 21 - Shareholder Proposal Requesting a Report on Warehouse Working Conditions
Item 22 - Shareholder Proposal Requesting a Report on Packaging Materials
Item 23 - Shareholder Proposal Requesting a Report on Customer Use of Certain Technologies
Annual Meeting Information
Annual Meeting Information
General
Outstanding Securities and Quorum
Internet Availability of Proxy Materials
Proxy Voting
Other Matters
Voting Standard
Revocation
Participating in the Annual Meeting
Additional Information
Additional Information
Beneficial Ownership of Shares
Securities Authorized for Issuance Under Equity Compensation Plans
Other Information
Appendix A - Summary of the 1997 Stock Incentive Plan
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