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2019 Proxy Statement
2019 Annual Meeting of Stockholders
Letter to Stockholders
Notice of 2019 Annual Meeting of Stockholders
Table of Contents
Proxy Summary
Corporate Governance
Corporate Governance Principles and Practices
- Corporate Governance Profile
- Board Leadership Structure
- Director Independence
- Risk Oversight
- Code of Business Conduct and Ethics
Board of Directors
Director Nominations and Qualifications
- Director Selection Process
- Board Membership Criteria
- Director Candidates Submitted by Stockholders
Our Director Nominees
Meetings and Meeting Attendance
Board Committees
- Committees of the Board
- Audit Committee
- Compensation Committee
- Nominating and Corporate Governance Committee
- Security and Compliance Committee
- Communicating with the Board
Director Compensation
- Fiscal Year 2018 Director Compensation
Certain Relationships and Related Transactions
- Stockholders' Agreement
- Indemnification Agreements
- Shareholders Voting Agreement
- Equity Grants to Executive Officers and Directors
- Review, Approval, or Ratification of Transactions with Related Parties
Executive Officers
Backgrounds
Election of Officers
CD&A
Compensation Discussion & Analysis
Overview
- Advisory Votes on Compensation
Executive Compensation Philosophy, Objectives & Design
- Compensation Setting Process
- Compensation Consultant
- Peer Group
- CEO Compensation
- CEO Pay Ratio
Executive Compensation Program Elements
- Base Salaries
- Cash Bonus
- Long-Term Equity Incentive Awards
- Employee Stock Purchase Plan
- Change in Control Payments
- Welfare and Other Benefits
Other Compensation Policies
- Executive Stock Ownership Guidelines
- Policy Regarding the Pricing and Timing of Equity Awards
- Insider Trading Policy and Rule 10b5-1 Sales Plans
- Tax Considerations
Risks Related to Compensation Policies and Practices
Executive Compensation
Fiscal Year 2018 Compensation Tables
- Summary Compensation Table - 2018
- Grants of Plan-Based Awards in 2018
- Outstanding Equity Awards at Fiscal Year End
- Option Exercises and Stock Vested in 2018
- Employment Agreements
- Potential Payments upon Termination or Change of Control
- Employee Benefit Plans
- Equity Compensation Plan Information as of December 31, 2018
Compensation Committee Interlocks and Insider Participation
Report of the Compensation Committee of the Board of Directors
Principal Stockholders
Section 16(a) - Beneficial Ownership Reporting Compliance
Audit Committee Matters
Audit Committee Report
- Fees Billed by Deloitte & Touche LLP
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Proposals to Be Voted On
Election of Directors
Ratification of Independent Auditor
Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers
Approval of Amended and Restated 2015 Omnibus Incentive Plan
Proposals of Stockholders for 2020 Annual Meeting of Stockholders
Additional Information
Information About the Meeting
- Proof of Ownership Required for Attending Meeting in Person
- Solicitation of Proxies
- Householding
- Election of Directors
- Voting Procedures
- Other Business
Appendix A
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2019 Proxy Statement
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Page 2 of 77
2019 Proxy Statement
2019 Annual Meeting of Stockholders
Letter to Stockholders
Notice of 2019 Annual Meeting of Stockholders
Table of Contents
Proxy Summary
Corporate Governance
Corporate Governance Principles and Practices
- Corporate Governance Profile
- Board Leadership Structure
- Director Independence
- Risk Oversight
- Code of Business Conduct and Ethics
Board of Directors
Director Nominations and Qualifications
- Director Selection Process
- Board Membership Criteria
- Director Candidates Submitted by Stockholders
Our Director Nominees
Meetings and Meeting Attendance
Board Committees
- Committees of the Board
- Audit Committee
- Compensation Committee
- Nominating and Corporate Governance Committee
- Security and Compliance Committee
- Communicating with the Board
Director Compensation
- Fiscal Year 2018 Director Compensation
Certain Relationships and Related Transactions
- Stockholders' Agreement
- Indemnification Agreements
- Shareholders Voting Agreement
- Equity Grants to Executive Officers and Directors
- Review, Approval, or Ratification of Transactions with Related Parties
Executive Officers
Backgrounds
Election of Officers
CD&A
Compensation Discussion & Analysis
Overview
- Advisory Votes on Compensation
Executive Compensation Philosophy, Objectives & Design
- Compensation Setting Process
- Compensation Consultant
- Peer Group
- CEO Compensation
- CEO Pay Ratio
Executive Compensation Program Elements
- Base Salaries
- Cash Bonus
- Long-Term Equity Incentive Awards
- Employee Stock Purchase Plan
- Change in Control Payments
- Welfare and Other Benefits
Other Compensation Policies
- Executive Stock Ownership Guidelines
- Policy Regarding the Pricing and Timing of Equity Awards
- Insider Trading Policy and Rule 10b5-1 Sales Plans
- Tax Considerations
Risks Related to Compensation Policies and Practices
Executive Compensation
Fiscal Year 2018 Compensation Tables
- Summary Compensation Table - 2018
- Grants of Plan-Based Awards in 2018
- Outstanding Equity Awards at Fiscal Year End
- Option Exercises and Stock Vested in 2018
- Employment Agreements
- Potential Payments upon Termination or Change of Control
- Employee Benefit Plans
- Equity Compensation Plan Information as of December 31, 2018
Compensation Committee Interlocks and Insider Participation
Report of the Compensation Committee of the Board of Directors
Principal Stockholders
Section 16(a) - Beneficial Ownership Reporting Compliance
Audit Committee Matters
Audit Committee Report
- Fees Billed by Deloitte & Touche LLP
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Proposals to Be Voted On
Election of Directors
Ratification of Independent Auditor
Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers
Approval of Amended and Restated 2015 Omnibus Incentive Plan
Proposals of Stockholders for 2020 Annual Meeting of Stockholders
Additional Information
Information About the Meeting
- Proof of Ownership Required for Attending Meeting in Person
- Solicitation of Proxies
- Householding
- Election of Directors
- Voting Procedures
- Other Business
Appendix A
2019 Proxy Statement
2019 Proxy Statement
2019 Annual Meeting of Stockholders
Letter to Stockholders
Notice of 2019 Annual Meeting of Stockholders
Table of Contents
Proxy Summary
Corporate Governance
Corporate Governance
Corporate Governance Principles and Practices
- Corporate Governance Profile
- Board Leadership Structure
- Director Independence
- Risk Oversight
- Code of Business Conduct and Ethics
Board of Directors
Board of Directors
Director Nominations and Qualifications
- Director Selection Process
- Board Membership Criteria
- Director Candidates Submitted by Stockholders
Our Director Nominees
Meetings and Meeting Attendance
Board Committees
- Committees of the Board
- Audit Committee
- Compensation Committee
- Nominating and Corporate Governance Committee
- Security and Compliance Committee
- Communicating with the Board
Director Compensation
- Fiscal Year 2018 Director Compensation
Certain Relationships and Related Transactions
- Stockholders' Agreement
- Indemnification Agreements
- Shareholders Voting Agreement
- Equity Grants to Executive Officers and Directors
- Review, Approval, or Ratification of Transactions with Related Parties
Executive Officers
Executive Officers
Backgrounds
Election of Officers
CD&A
CD&A
Compensation Discussion & Analysis
Overview
- Advisory Votes on Compensation
Executive Compensation Philosophy, Objectives & Design
- Compensation Setting Process
- Compensation Consultant
- Peer Group
- CEO Compensation
- CEO Pay Ratio
Executive Compensation Program Elements
- Base Salaries
- Cash Bonus
- Long-Term Equity Incentive Awards
- Employee Stock Purchase Plan
- Change in Control Payments
- Welfare and Other Benefits
Other Compensation Policies
- Executive Stock Ownership Guidelines
- Policy Regarding the Pricing and Timing of Equity Awards
- Insider Trading Policy and Rule 10b5-1 Sales Plans
- Tax Considerations
Risks Related to Compensation Policies and Practices
Executive Compensation
Executive Compensation
Fiscal Year 2018 Compensation Tables
- Summary Compensation Table - 2018
- Grants of Plan-Based Awards in 2018
- Outstanding Equity Awards at Fiscal Year End
- Option Exercises and Stock Vested in 2018
- Employment Agreements
- Potential Payments upon Termination or Change of Control
- Employee Benefit Plans
- Equity Compensation Plan Information as of December 31, 2018
Compensation Committee Interlocks and Insider Participation
Report of the Compensation Committee of the Board of Directors
Principal Stockholders
Section 16(a) - Beneficial Ownership Reporting Compliance
Audit Committee Matters
Audit Committee Matters
Audit Committee Report
- Fees Billed by Deloitte & Touche LLP
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Proposals to Be Voted On
Proposals to Be Voted On
Election of Directors
Ratification of Independent Auditor
Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers
Approval of Amended and Restated 2015 Omnibus Incentive Plan
Proposals of Stockholders for 2020 Annual Meeting of Stockholders
Additional Information
Additional Information
Information About the Meeting
- Proof of Ownership Required for Attending Meeting in Person
- Solicitation of Proxies
- Householding
- Election of Directors
- Voting Procedures
- Other Business
Appendix A
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