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2018 Proxy Statement
Table of Contents
Letter to Fellow Stockholders
Notice of 2018 Annual Meeting
Proxy Summary
Governance
Proposal No. 1: Election of Directors
- Required Vote
- Recommendation of the Board
The Board of Directors
- Director Qualifications
- Board Diversity
- Director Tenure
- Background Information Regarding Director Nominees
Corporate Governance
- Director Independence
- Board Leadership Structure
- Board's Oversight of Enterprise Risk and Risk Management
- Board Committees
- Culture of Integrity and Code of Business Conduct and Ethics
- Corporate Governance Guidelines
Compensation
Proposal No. 2: Advisory Resolution to Approve Executive Compensation
- Recommendation of the Board
Compensation Discussion and Analysis
- Executive Summary: Focus on Pay-for-Performance
- Executive Compensation Philosophy and Oversight
- Our Process: From Strategy to Compensation-Related Metrics
- Elements of Compensation & Compensation Decisions and Actions
- Other Compensation Elements
- Other Policies
- Compensation and Personnel Committee Report on Executive Compensation
- Compensation Committee Interlocks and Insider Participation
Compensation of Executive Officers and Directors
- Fiscal Year 2018, 2017, and 2016 Summary Compensation Table
- Fiscal Year 2018 Grants of Plan-Based Awards
- Employment Agreements
- Fiscal Year 2018 Outstanding Equity Awards at Fiscal Year-End
- Stock Vested in Fiscal Year 2018
- Fiscal Year 2018 Pension Benefits
- Fiscal Year 2018 Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change of Control
- Pay Ratio Disclosure
- Fiscal Year 2018 Compensation of Directors
Audit Matters
Proposal No. 3: Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm
- Required Vote
- Recommendation of the Board
Audit Committee Matters
- Fees Paid to Ernst & Young LLP
- Recommendation to Appoint Ernst & Young LLP as Independent Registered Public Accounting Firm
- Audit Committee Pre-Approval Policies and Procedures
- Report of the Audit Committee
Other Proposals
Proposal No. 4: Company Proposal to Amend the Restated Certificate of Incorporation to Allow Holders of 25% of Outstanding Shares to Call Special Stockholder Meetings
- The Company's Special Meeting Proposal
- Purpose and Effect of the Company's Special Meeting Proposal
- Overview of Related Changes to the Bylaws
- The Stockholder Proposal
- Additional Information
- Required Vote
- Recommendation of the Board
Proposal No. 5: Stockholder Proposal Requesting Amendments to Allow Holders of 10% of Outstanding Shares to Call Special Stockholder Meetings
- Stockholder Proposal
- Board Statement in Opposition
- Recommendation of the Board
General Information
Security Ownership of Certain Beneficial Owners and Management
Questions and Answers About the Proxy Materials and the Annual Meeting
Other Matters
- Certain Relationships and Related Transactions
- Related Person Transaction Approval Policy
- Section 16(a) Beneficial Ownership Reporting Compliance
- Annual Report to Stockholders
- Communications with Directors
- Submission of Stockholder Proposals for Consideration at the 2019 Annual Meeting
- Stockholders Sharing an Address
Annex A
Annex B
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2018 Proxy Statement
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2018 Proxy Statement
Table of Contents
Letter to Fellow Stockholders
Notice of 2018 Annual Meeting
Proxy Summary
Governance
Proposal No. 1: Election of Directors
- Required Vote
- Recommendation of the Board
The Board of Directors
- Director Qualifications
- Board Diversity
- Director Tenure
- Background Information Regarding Director Nominees
Corporate Governance
- Director Independence
- Board Leadership Structure
- Board's Oversight of Enterprise Risk and Risk Management
- Board Committees
- Culture of Integrity and Code of Business Conduct and Ethics
- Corporate Governance Guidelines
Compensation
Proposal No. 2: Advisory Resolution to Approve Executive Compensation
- Recommendation of the Board
Compensation Discussion and Analysis
- Executive Summary: Focus on Pay-for-Performance
- Executive Compensation Philosophy and Oversight
- Our Process: From Strategy to Compensation-Related Metrics
- Elements of Compensation & Compensation Decisions and Actions
- Other Compensation Elements
- Other Policies
- Compensation and Personnel Committee Report on Executive Compensation
- Compensation Committee Interlocks and Insider Participation
Compensation of Executive Officers and Directors
- Fiscal Year 2018, 2017, and 2016 Summary Compensation Table
- Fiscal Year 2018 Grants of Plan-Based Awards
- Employment Agreements
- Fiscal Year 2018 Outstanding Equity Awards at Fiscal Year-End
- Stock Vested in Fiscal Year 2018
- Fiscal Year 2018 Pension Benefits
- Fiscal Year 2018 Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change of Control
- Pay Ratio Disclosure
- Fiscal Year 2018 Compensation of Directors
Audit Matters
Proposal No. 3: Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm
- Required Vote
- Recommendation of the Board
Audit Committee Matters
- Fees Paid to Ernst & Young LLP
- Recommendation to Appoint Ernst & Young LLP as Independent Registered Public Accounting Firm
- Audit Committee Pre-Approval Policies and Procedures
- Report of the Audit Committee
Other Proposals
Proposal No. 4: Company Proposal to Amend the Restated Certificate of Incorporation to Allow Holders of 25% of Outstanding Shares to Call Special Stockholder Meetings
- The Company's Special Meeting Proposal
- Purpose and Effect of the Company's Special Meeting Proposal
- Overview of Related Changes to the Bylaws
- The Stockholder Proposal
- Additional Information
- Required Vote
- Recommendation of the Board
Proposal No. 5: Stockholder Proposal Requesting Amendments to Allow Holders of 10% of Outstanding Shares to Call Special Stockholder Meetings
- Stockholder Proposal
- Board Statement in Opposition
- Recommendation of the Board
General Information
Security Ownership of Certain Beneficial Owners and Management
Questions and Answers About the Proxy Materials and the Annual Meeting
Other Matters
- Certain Relationships and Related Transactions
- Related Person Transaction Approval Policy
- Section 16(a) Beneficial Ownership Reporting Compliance
- Annual Report to Stockholders
- Communications with Directors
- Submission of Stockholder Proposals for Consideration at the 2019 Annual Meeting
- Stockholders Sharing an Address
Annex A
Annex B
2018 Proxy Statement
2018 Proxy Statement
Table of Contents
Letter to Fellow Stockholders
Notice of 2018 Annual Meeting
Proxy Summary
Governance
Governance
Proposal No. 1: Election of Directors
- Required Vote
- Recommendation of the Board
The Board of Directors
- Director Qualifications
- Board Diversity
- Director Tenure
- Background Information Regarding Director Nominees
Corporate Governance
- Director Independence
- Board Leadership Structure
- Board's Oversight of Enterprise Risk and Risk Management
- Board Committees
- Culture of Integrity and Code of Business Conduct and Ethics
- Corporate Governance Guidelines
Compensation
Compensation
Proposal No. 2: Advisory Resolution to Approve Executive Compensation
- Recommendation of the Board
Compensation Discussion and Analysis
- Executive Summary: Focus on Pay-for-Performance
- Executive Compensation Philosophy and Oversight
- Our Process: From Strategy to Compensation-Related Metrics
- Elements of Compensation & Compensation Decisions and Actions
- Other Compensation Elements
- Other Policies
- Compensation and Personnel Committee Report on Executive Compensation
- Compensation Committee Interlocks and Insider Participation
Compensation of Executive Officers and Directors
- Fiscal Year 2018, 2017, and 2016 Summary Compensation Table
- Fiscal Year 2018 Grants of Plan-Based Awards
- Employment Agreements
- Fiscal Year 2018 Outstanding Equity Awards at Fiscal Year-End
- Stock Vested in Fiscal Year 2018
- Fiscal Year 2018 Pension Benefits
- Fiscal Year 2018 Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change of Control
- Pay Ratio Disclosure
- Fiscal Year 2018 Compensation of Directors
Audit Matters
Audit Matters
Proposal No. 3: Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm
- Required Vote
- Recommendation of the Board
Audit Committee Matters
- Fees Paid to Ernst & Young LLP
- Recommendation to Appoint Ernst & Young LLP as Independent Registered Public Accounting Firm
- Audit Committee Pre-Approval Policies and Procedures
- Report of the Audit Committee
Other Proposals
Other Proposals
Proposal No. 4: Company Proposal to Amend the Restated Certificate of Incorporation to Allow Holders of 25% of Outstanding Shares to Call Special Stockholder Meetings
- The Company's Special Meeting Proposal
- Purpose and Effect of the Company's Special Meeting Proposal
- Overview of Related Changes to the Bylaws
- The Stockholder Proposal
- Additional Information
- Required Vote
- Recommendation of the Board
Proposal No. 5: Stockholder Proposal Requesting Amendments to Allow Holders of 10% of Outstanding Shares to Call Special Stockholder Meetings
- Stockholder Proposal
- Board Statement in Opposition
- Recommendation of the Board
General Information
General Information
Security Ownership of Certain Beneficial Owners and Management
Questions and Answers About the Proxy Materials and the Annual Meeting
Other Matters
- Certain Relationships and Related Transactions
- Related Person Transaction Approval Policy
- Section 16(a) Beneficial Ownership Reporting Compliance
- Annual Report to Stockholders
- Communications with Directors
- Submission of Stockholder Proposals for Consideration at the 2019 Annual Meeting
- Stockholders Sharing an Address
Annex A
Annex B
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