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2024 Proxy Statement
Cover Page
Proxy Overview
Notice of 2024 Annual Meeting of Shareholders
Table of Contents
Proxy Statement
Election of Directors
Item 1 - Election of Directors
- 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
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
Shareholder Proposals
Item 4 - Shareholder Proposal Requesting an Additional Board Committee to Oversee Public Policy
Item 5 - Shareholder Proposal Requesting an Additional Board Committee to Oversee the Financial Impact of Policy Positions
Item 6 - Shareholder Proposal Requesting a Report on Customer Due Diligence
Item 7 - Shareholder Proposal Requesting Additional Reporting on Lobbying
Item 8 - Shareholder Proposal Requesting Additional Reporting on Gender/Racial Pay
Item 9 - Shareholder Proposal Requesting a Report on Viewpoint Restriction
Item 10 - Shareholder Proposal Requesting Additional Reporting on Stakeholder Impacts
Item 11 - Shareholder Proposal Requesting a Report on Packaging Materials
Item 12 - Shareholder Proposal Requesting Additional Reporting on Freedom of Association
Item 13 - Shareholder Proposal Requesting Alternative Emissions Reporting
Item 14 - Shareholder Proposal Requesting a Report on Customer Use of Certain Technologies
Item 15 - Shareholder Proposal Requesting a Policy to Disclose Directors' Political and Charitable Donations
Item 16 - Shareholder Proposal Requesting an Additional Board Committee to Oversee Artificial Intelligence
Item 17 - Shareholder Proposal Requesting a Report on Warehouse Working Conditions
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
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2024 Proxy Statement
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2024 Proxy Statement
Cover Page
Proxy Overview
Notice of 2024 Annual Meeting of Shareholders
Table of Contents
Proxy Statement
Election of Directors
Item 1 - Election of Directors
- 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
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
Shareholder Proposals
Item 4 - Shareholder Proposal Requesting an Additional Board Committee to Oversee Public Policy
Item 5 - Shareholder Proposal Requesting an Additional Board Committee to Oversee the Financial Impact of Policy Positions
Item 6 - Shareholder Proposal Requesting a Report on Customer Due Diligence
Item 7 - Shareholder Proposal Requesting Additional Reporting on Lobbying
Item 8 - Shareholder Proposal Requesting Additional Reporting on Gender/Racial Pay
Item 9 - Shareholder Proposal Requesting a Report on Viewpoint Restriction
Item 10 - Shareholder Proposal Requesting Additional Reporting on Stakeholder Impacts
Item 11 - Shareholder Proposal Requesting a Report on Packaging Materials
Item 12 - Shareholder Proposal Requesting Additional Reporting on Freedom of Association
Item 13 - Shareholder Proposal Requesting Alternative Emissions Reporting
Item 14 - Shareholder Proposal Requesting a Report on Customer Use of Certain Technologies
Item 15 - Shareholder Proposal Requesting a Policy to Disclose Directors' Political and Charitable Donations
Item 16 - Shareholder Proposal Requesting an Additional Board Committee to Oversee Artificial Intelligence
Item 17 - Shareholder Proposal Requesting a Report on Warehouse Working Conditions
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
2024 Proxy Statement
2024 Proxy Statement
Cover Page
Proxy Overview
Notice of 2024 Annual Meeting of Shareholders
Table of Contents
Proxy Statement
Election of Directors
Election of Directors
Item 1 - Election of Directors
- 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
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
Shareholder Proposals
Shareholder Proposals
Item 4 - Shareholder Proposal Requesting an Additional Board Committee to Oversee Public Policy
Item 5 - Shareholder Proposal Requesting an Additional Board Committee to Oversee the Financial Impact of Policy Positions
Item 6 - Shareholder Proposal Requesting a Report on Customer Due Diligence
Item 7 - Shareholder Proposal Requesting Additional Reporting on Lobbying
Item 8 - Shareholder Proposal Requesting Additional Reporting on Gender/Racial Pay
Item 9 - Shareholder Proposal Requesting a Report on Viewpoint Restriction
Item 10 - Shareholder Proposal Requesting Additional Reporting on Stakeholder Impacts
Item 11 - Shareholder Proposal Requesting a Report on Packaging Materials
Item 12 - Shareholder Proposal Requesting Additional Reporting on Freedom of Association
Item 13 - Shareholder Proposal Requesting Alternative Emissions Reporting
Item 14 - Shareholder Proposal Requesting a Report on Customer Use of Certain Technologies
Item 15 - Shareholder Proposal Requesting a Policy to Disclose Directors' Political and Charitable Donations
Item 16 - Shareholder Proposal Requesting an Additional Board Committee to Oversee Artificial Intelligence
Item 17 - Shareholder Proposal Requesting a Report on Warehouse Working Conditions
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
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