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Annual Meeting
Annual Report
Form 10-K
Proxy
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Proxy Summary
Recent Awards & Recognition
Notice of Annual Meeting of Stockholders
Items to Be Voted On
Table of Contents
Proxy Statement Summary
Election of Directors
Proposal 1: Election of Directors
- Overview of Board Nominees
- Diversity of Skills, Qualifications and Experience
- Gender, Racial and Ethnic Diversity
- Director Independence
- Board Refreshment and Tenure
- Board Membership Selection
- Board Selection Criteria and Qualifications
Nominees for Director
- Biographical Information
Corporate Governance
Corporate Governance
- Role of the Board of Directors
- Board Leadership Structure
- The Role of Our Lead Director
- Our Corporate Governance Principles
- Board and Committee Self-Assessment Process
- Director Education and Orientation
- Board and Committee Meetings and Attendance
- Service on Other Boards
- Board Committees
- Integrated Approach to Shareholder Engagement
- Board and Committee Oversight of Risk Management
- Board Oversight of Cybersecurity
- Response to COVID-19 Pandemic
- Our Approach to Sustainability
- Our Environmental Priorities
- Our Social Priorities
- Our Governance Priorities
- Certain Relationships and Related Person Transactions
- Conflicts of Interest
Security Ownership of Directors, Management and Certain Beneficial Owners
Director Compensation
- How Our Directors Are Compensated
Executive Compensation
Proposal 2: Advisory Vote on the Approval of Executive Compensation
Executive Compensation Summary
Executive Compensation
- Say-on-Pay and Shareholder Engagement
- Executive Compensation Best Practices
- Peer Comparison and Benchmarking
- How We Compensate Our Executives
- Our Compensation Elements Explained
- Executive Compensation Governance Features and Controls
- Accounting and Tax Implications
- Compensation Committee Interlocks and Insider Participation
Compensation Committee Report
Executive Compensation Tables
- 2021 Summary Compensation Table
- 2021 Grants of Plan-Based Awards Table
- Outstanding Equity Awards at Year-End December 31, 2021 Table
- Option Exercises and Stock Vested During 2021 Table
- 2021 Pension Benefits Table
- Qualified and Non-Qualified Pension Plans
- 2021 Non-Qualified Deferred Compensation Table
- Deferred Compensation
Potential Payments Upon Termination of Employment or Change-In-Control
Pay Ratio
Ratification of Auditor
Proposal 3: Ratification of the Appointment of Independent Auditor
Oversight of the Independent Auditor
- Pre-Approval of Services
- Fees billed by Deloitte for 2021 and 2020
Audit Committee Report
Voting & Procedures
Annual Meeting, Voting and Procedures
Other Information
Appendix A: Operating Earnings (Non-GAAP) and Adjusted EBITDA (Non-GAAP) Reconciliations
Core Commitments and Achievements
Meet the Board
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Page 83 of 92
Page 83 of 92
Proxy Summary
Recent Awards & Recognition
Notice of Annual Meeting of Stockholders
Items to Be Voted On
Table of Contents
Proxy Statement Summary
Election of Directors
Proposal 1: Election of Directors
- Overview of Board Nominees
- Diversity of Skills, Qualifications and Experience
- Gender, Racial and Ethnic Diversity
- Director Independence
- Board Refreshment and Tenure
- Board Membership Selection
- Board Selection Criteria and Qualifications
Nominees for Director
- Biographical Information
Corporate Governance
Corporate Governance
- Role of the Board of Directors
- Board Leadership Structure
- The Role of Our Lead Director
- Our Corporate Governance Principles
- Board and Committee Self-Assessment Process
- Director Education and Orientation
- Board and Committee Meetings and Attendance
- Service on Other Boards
- Board Committees
- Integrated Approach to Shareholder Engagement
- Board and Committee Oversight of Risk Management
- Board Oversight of Cybersecurity
- Response to COVID-19 Pandemic
- Our Approach to Sustainability
- Our Environmental Priorities
- Our Social Priorities
- Our Governance Priorities
- Certain Relationships and Related Person Transactions
- Conflicts of Interest
Security Ownership of Directors, Management and Certain Beneficial Owners
Director Compensation
- How Our Directors Are Compensated
Executive Compensation
Proposal 2: Advisory Vote on the Approval of Executive Compensation
Executive Compensation Summary
Executive Compensation
- Say-on-Pay and Shareholder Engagement
- Executive Compensation Best Practices
- Peer Comparison and Benchmarking
- How We Compensate Our Executives
- Our Compensation Elements Explained
- Executive Compensation Governance Features and Controls
- Accounting and Tax Implications
- Compensation Committee Interlocks and Insider Participation
Compensation Committee Report
Executive Compensation Tables
- 2021 Summary Compensation Table
- 2021 Grants of Plan-Based Awards Table
- Outstanding Equity Awards at Year-End December 31, 2021 Table
- Option Exercises and Stock Vested During 2021 Table
- 2021 Pension Benefits Table
- Qualified and Non-Qualified Pension Plans
- 2021 Non-Qualified Deferred Compensation Table
- Deferred Compensation
Potential Payments Upon Termination of Employment or Change-In-Control
Pay Ratio
Ratification of Auditor
Proposal 3: Ratification of the Appointment of Independent Auditor
Oversight of the Independent Auditor
- Pre-Approval of Services
- Fees billed by Deloitte for 2021 and 2020
Audit Committee Report
Voting & Procedures
Annual Meeting, Voting and Procedures
Other Information
Appendix A: Operating Earnings (Non-GAAP) and Adjusted EBITDA (Non-GAAP) Reconciliations
Core Commitments and Achievements
Meet the Board
Proxy Summary
Proxy Summary
Recent Awards & Recognition
Notice of Annual Meeting of Stockholders
Items to Be Voted On
Table of Contents
Proxy Statement Summary
Election of Directors
Election of Directors
Proposal 1: Election of Directors
- Overview of Board Nominees
- Diversity of Skills, Qualifications and Experience
- Gender, Racial and Ethnic Diversity
- Director Independence
- Board Refreshment and Tenure
- Board Membership Selection
- Board Selection Criteria and Qualifications
Nominees for Director
- Biographical Information
Corporate Governance
Corporate Governance
Corporate Governance
- Role of the Board of Directors
- Board Leadership Structure
- The Role of Our Lead Director
- Our Corporate Governance Principles
- Board and Committee Self-Assessment Process
- Director Education and Orientation
- Board and Committee Meetings and Attendance
- Service on Other Boards
- Board Committees
- Integrated Approach to Shareholder Engagement
- Board and Committee Oversight of Risk Management
- Board Oversight of Cybersecurity
- Response to COVID-19 Pandemic
- Our Approach to Sustainability
- Our Environmental Priorities
- Our Social Priorities
- Our Governance Priorities
- Certain Relationships and Related Person Transactions
- Conflicts of Interest
Security Ownership of Directors, Management and Certain Beneficial Owners
Director Compensation
- How Our Directors Are Compensated
Executive Compensation
Executive Compensation
Proposal 2: Advisory Vote on the Approval of Executive Compensation
Executive Compensation Summary
Executive Compensation
- Say-on-Pay and Shareholder Engagement
- Executive Compensation Best Practices
- Peer Comparison and Benchmarking
- How We Compensate Our Executives
- Our Compensation Elements Explained
- Executive Compensation Governance Features and Controls
- Accounting and Tax Implications
- Compensation Committee Interlocks and Insider Participation
Compensation Committee Report
Executive Compensation Tables
- 2021 Summary Compensation Table
- 2021 Grants of Plan-Based Awards Table
- Outstanding Equity Awards at Year-End December 31, 2021 Table
- Option Exercises and Stock Vested During 2021 Table
- 2021 Pension Benefits Table
- Qualified and Non-Qualified Pension Plans
- 2021 Non-Qualified Deferred Compensation Table
- Deferred Compensation
Potential Payments Upon Termination of Employment or Change-In-Control
Pay Ratio
Ratification of Auditor
Ratification of Auditor
Proposal 3: Ratification of the Appointment of Independent Auditor
Oversight of the Independent Auditor
- Pre-Approval of Services
- Fees billed by Deloitte for 2021 and 2020
Audit Committee Report
Voting & Procedures
Voting & Procedures
Annual Meeting, Voting and Procedures
Other Information
Other Information
Appendix A: Operating Earnings (Non-GAAP) and Adjusted EBITDA (Non-GAAP) Reconciliations
Core Commitments and Achievements
Meet the Board
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