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2022 Proxy Statement
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Page 11 of 119
2022 Proxy Statement
Letter to Our Shareholders from the Board of DirectorsNotice of 2022 Annual Meeting of ShareholdersProxy Summary- Overview of the Business- 2021 Performance Highlights- An Update on our Response to COVID-19- Our ESG Priorities- Shareholder Outreach, Engagement and Responsiveness- Compensation Program that Aligns Pay and Performance- Strong, Well-Balanced Corporate Governance Practices- Director Leadership Highlights- Board and Committee Oversight of RiskTable of ContentsGeneral InformationThe CompanyAbout the Annual Meeting- Record Date and Voting Securities- Quorum, Vote Required- Attending the Virtual Annual Meeting- Submitting a Question at the Virtual Annual Meeting- Voting at the Virtual Annual Meeting- Technical Questions- Replay of the Virtual Annual Meeting
Proposal No. 1Corporate Governance, Board & Committee MattersBoard Leadership StructureBoard Effectiveness and Annual AssessmentBoard Refreshment and EvaluationBoard Oversight of StrategyBoard Oversight of Risk-Mitigation ProcessDirector IndependenceActive and Engaged BoardExecutive SessionsCommunications with the BoardEnvironmental, Social and GovernanceCode of Ethics and Employee HandbookAnti-Hedging and Anti-Pledging PoliciesCompensation of Nonemployee DirectorsBoard and Committee InformationNominating and Governance CommitteeAudit and Finance CommitteeCompensation Committee
Compensation Discussion & AnalysisBusiness OverviewOverview of the CARES Act and Related 2021 Executive Compensation MattersExecutive Compensation Philosophy and ObjectivesDiscussion of Our Compensation ProgramPeer GroupOther Elements of CompensationCompensation Committee ReportCompensation Tables and Explanatory NotesPay Ratio
Proposal Nos. 2 & 3Proposal No. 2 - Ratification of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for 2022Proposal No. 3 - Advisory Vote to Approve the Compensation of Our Named Executive Officers
Stock OwnershipBeneficial Ownership TableDelinquent Section 16(a) ReportsCertain Relationships and Related Person Transactions
Other InformationDeadline for Receipt of Shareholder Proposals to Be Presented at the 2023 Annual Meeting- Shareholder Proposals to Be Included in Our 2023 Proxy Statement- Proxy Access Notice Procedures- Advance-Notice ProceduresAdditional Information- Shares Registered in the Name of a Bank, Broker or Nominee- Broker Non-Votes- Revocability of Proxies- Proxy Solicitation- Proxy Tabulation- Separate Voting Materials- List of Shareholders- Additional Copies of Annual Report- Limited Voting by Foreign Owners- Extent of Incorporation by Reference of Certain MaterialsOther Matters
2022 Proxy Statement
2022 Proxy StatementLetter to Our Shareholders from the Board of DirectorsNotice of 2022 Annual Meeting of ShareholdersProxy Summary- Overview of the Business- 2021 Performance Highlights- An Update on our Response to COVID-19- Our ESG Priorities- Shareholder Outreach, Engagement and Responsiveness- Compensation Program that Aligns Pay and Performance- Strong, Well-Balanced Corporate Governance Practices- Director Leadership Highlights- Board and Committee Oversight of RiskTable of ContentsGeneral InformationThe CompanyAbout the Annual Meeting- Record Date and Voting Securities- Quorum, Vote Required- Attending the Virtual Annual Meeting- Submitting a Question at the Virtual Annual Meeting- Voting at the Virtual Annual Meeting- Technical Questions- Replay of the Virtual Annual Meeting
Proposal No. 1Proposal No. 1Proposal No. 1 - Election of Directors- Director Core Competencies- Nominees for Director
Corporate Governance, Board & Committee MattersCorporate Governance, Board & Committee MattersBoard Leadership StructureBoard Effectiveness and Annual AssessmentBoard Refreshment and EvaluationBoard Oversight of StrategyBoard Oversight of Risk-Mitigation ProcessDirector IndependenceActive and Engaged BoardExecutive SessionsCommunications with the BoardEnvironmental, Social and GovernanceCode of Ethics and Employee HandbookAnti-Hedging and Anti-Pledging PoliciesCompensation of Nonemployee DirectorsBoard and Committee InformationNominating and Governance CommitteeAudit and Finance CommitteeCompensation Committee
Compensation Discussion & AnalysisCompensation Discussion & AnalysisBusiness OverviewOverview of the CARES Act and Related 2021 Executive Compensation MattersExecutive Compensation Philosophy and ObjectivesDiscussion of Our Compensation ProgramPeer GroupOther Elements of CompensationCompensation Committee ReportCompensation Tables and Explanatory NotesPay Ratio
Proposal Nos. 2 & 3Proposal Nos. 2 & 3Proposal No. 2 - Ratification of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm for 2022Proposal No. 3 - Advisory Vote to Approve the Compensation of Our Named Executive Officers
Stock OwnershipStock OwnershipBeneficial Ownership TableDelinquent Section 16(a) ReportsCertain Relationships and Related Person Transactions
Other InformationOther InformationDeadline for Receipt of Shareholder Proposals to Be Presented at the 2023 Annual Meeting- Shareholder Proposals to Be Included in Our 2023 Proxy Statement- Proxy Access Notice Procedures- Advance-Notice ProceduresAdditional Information- Shares Registered in the Name of a Bank, Broker or Nominee- Broker Non-Votes- Revocability of Proxies- Proxy Solicitation- Proxy Tabulation- Separate Voting Materials- List of Shareholders- Additional Copies of Annual Report- Limited Voting by Foreign Owners- Extent of Incorporation by Reference of Certain MaterialsOther Matters
Page 11 of 119
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