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2022 Proxy Statement
Cover Page
Proxy Overview
Notice of 2022 Annual Meeting of Shareholders
Table of Contents
Proxy Statement
Global Impact Highlights
Our People
Our Partners
Our Planet
Our Communities
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
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
Approval of Stock Split
Item 4 - Approval of Amendment to Restated Certificate of Incorporation
Shareholder Proposals
Item 5 - Shareholder Proposal Requesting a Report on Retirement Plan Options
Item 6 - Shareholder Proposal Requesting a Report on Customer Due Diligence
Item 7 - Shareholder Proposal Requesting an Alternative Director Candidate Policy
Item 8 - Shareholder Proposal Requesting a Report on Packaging Materials
Item 9 - Shareholder Proposal Requesting a Report on Worker Health and Safety Differences
Item 10 - Shareholder Proposal Requesting Additional Reporting on Risks Associated with the Use of Certain Contract Clauses
Item 11 - Shareholder Proposal Requesting a Report on Charitable Contributions
Item 12 - Shareholder Proposal Requesting Alternative Tax Reporting
Item 13 - Shareholder Proposal Requesting Additional Reporting on Freedom of Association
Item 14 - Shareholder Proposal Requesting Additional Reporting on Lobbying
Item 15 - Shareholder Proposal Requesting a Policy Requiring More Director Candidates Than Board Seats
Item 16 - Shareholder Proposal Requesting a Report on Warehouse Working Conditions
Item 17 - Shareholder Proposal Requesting Additional Reporting on Gender/Racial Pay
Item 18 - Shareholder Proposal Requesting a Diversity and Equity Audit
Item 19 - 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
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2022 Proxy Statement
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Page 90 of 120
2022 Proxy Statement
Cover Page
Proxy Overview
Notice of 2022 Annual Meeting of Shareholders
Table of Contents
Proxy Statement
Global Impact Highlights
Our People
Our Partners
Our Planet
Our Communities
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
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
Approval of Stock Split
Item 4 - Approval of Amendment to Restated Certificate of Incorporation
Shareholder Proposals
Item 5 - Shareholder Proposal Requesting a Report on Retirement Plan Options
Item 6 - Shareholder Proposal Requesting a Report on Customer Due Diligence
Item 7 - Shareholder Proposal Requesting an Alternative Director Candidate Policy
Item 8 - Shareholder Proposal Requesting a Report on Packaging Materials
Item 9 - Shareholder Proposal Requesting a Report on Worker Health and Safety Differences
Item 10 - Shareholder Proposal Requesting Additional Reporting on Risks Associated with the Use of Certain Contract Clauses
Item 11 - Shareholder Proposal Requesting a Report on Charitable Contributions
Item 12 - Shareholder Proposal Requesting Alternative Tax Reporting
Item 13 - Shareholder Proposal Requesting Additional Reporting on Freedom of Association
Item 14 - Shareholder Proposal Requesting Additional Reporting on Lobbying
Item 15 - Shareholder Proposal Requesting a Policy Requiring More Director Candidates Than Board Seats
Item 16 - Shareholder Proposal Requesting a Report on Warehouse Working Conditions
Item 17 - Shareholder Proposal Requesting Additional Reporting on Gender/Racial Pay
Item 18 - Shareholder Proposal Requesting a Diversity and Equity Audit
Item 19 - 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
2022 Proxy Statement
2022 Proxy Statement
Cover Page
Proxy Overview
Notice of 2022 Annual Meeting of Shareholders
Table of Contents
Proxy Statement
Global Impact Highlights
Global Impact Highlights
Our People
Our Partners
Our Planet
Our Communities
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
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
Approval of Stock Split
Approval of Stock Split
Item 4 - Approval of Amendment to Restated Certificate of Incorporation
Shareholder Proposals
Shareholder Proposals
Item 5 - Shareholder Proposal Requesting a Report on Retirement Plan Options
Item 6 - Shareholder Proposal Requesting a Report on Customer Due Diligence
Item 7 - Shareholder Proposal Requesting an Alternative Director Candidate Policy
Item 8 - Shareholder Proposal Requesting a Report on Packaging Materials
Item 9 - Shareholder Proposal Requesting a Report on Worker Health and Safety Differences
Item 10 - Shareholder Proposal Requesting Additional Reporting on Risks Associated with the Use of Certain Contract Clauses
Item 11 - Shareholder Proposal Requesting a Report on Charitable Contributions
Item 12 - Shareholder Proposal Requesting Alternative Tax Reporting
Item 13 - Shareholder Proposal Requesting Additional Reporting on Freedom of Association
Item 14 - Shareholder Proposal Requesting Additional Reporting on Lobbying
Item 15 - Shareholder Proposal Requesting a Policy Requiring More Director Candidates Than Board Seats
Item 16 - Shareholder Proposal Requesting a Report on Warehouse Working Conditions
Item 17 - Shareholder Proposal Requesting Additional Reporting on Gender/Racial Pay
Item 18 - Shareholder Proposal Requesting a Diversity and Equity Audit
Item 19 - 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
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