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2019 Proxy Statement
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Page 2 of 77
2019 Proxy Statement
2019 Annual Meeting of StockholdersLetter to StockholdersNotice of 2019 Annual Meeting of StockholdersTable of ContentsProxy Summary
Corporate GovernanceCorporate Governance Principles and Practices- Corporate Governance Profile- Board Leadership Structure- Director Independence- Risk Oversight- Code of Business Conduct and Ethics
Board of DirectorsDirector Nominations and Qualifications- Director Selection Process- Board Membership Criteria- Director Candidates Submitted by StockholdersOur Director NomineesMeetings and Meeting AttendanceBoard Committees- Committees of the Board- Audit Committee- Compensation Committee- Nominating and Corporate Governance Committee- Security and Compliance Committee- Communicating with the BoardDirector Compensation- Fiscal Year 2018 Director CompensationCertain 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 OfficersCD&ACompensation Discussion & AnalysisOverview- Advisory Votes on CompensationExecutive Compensation Philosophy, Objectives & Design- Compensation Setting Process- Compensation Consultant- Peer Group- CEO Compensation- CEO Pay RatioExecutive Compensation Program Elements- Base Salaries- Cash Bonus- Long-Term Equity Incentive Awards- Employee Stock Purchase Plan- Change in Control Payments- Welfare and Other BenefitsOther 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 ConsiderationsRisks Related to Compensation Policies and Practices
Executive CompensationFiscal 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, 2018Compensation Committee Interlocks and Insider ParticipationReport of the Compensation Committee of the Board of DirectorsPrincipal StockholdersSection 16(a) - Beneficial Ownership Reporting Compliance
Audit Committee MattersAudit Committee Report- Fees Billed by Deloitte & Touche LLPPolicy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Proposals to Be Voted OnElection of DirectorsRatification of Independent AuditorNon-Binding Advisory Vote to Approve the Compensation of our Named Executive OfficersApproval of Amended and Restated 2015 Omnibus Incentive PlanProposals of Stockholders for 2020 Annual Meeting of Stockholders
Additional InformationInformation About the Meeting- Proof of Ownership Required for Attending Meeting in Person- Solicitation of Proxies- Householding- Election of Directors- Voting Procedures- Other BusinessAppendix A
2019 Proxy Statement
2019 Proxy Statement2019 Annual Meeting of StockholdersLetter to StockholdersNotice of 2019 Annual Meeting of StockholdersTable of ContentsProxy Summary
Corporate GovernanceCorporate GovernanceCorporate Governance Principles and Practices- Corporate Governance Profile- Board Leadership Structure- Director Independence- Risk Oversight- Code of Business Conduct and Ethics
Board of DirectorsBoard of DirectorsDirector Nominations and Qualifications- Director Selection Process- Board Membership Criteria- Director Candidates Submitted by StockholdersOur Director NomineesMeetings and Meeting AttendanceBoard Committees- Committees of the Board- Audit Committee- Compensation Committee- Nominating and Corporate Governance Committee- Security and Compliance Committee- Communicating with the BoardDirector Compensation- Fiscal Year 2018 Director CompensationCertain 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 OfficersCD&ACD&ACompensation Discussion & AnalysisOverview- Advisory Votes on CompensationExecutive Compensation Philosophy, Objectives & Design- Compensation Setting Process- Compensation Consultant- Peer Group- CEO Compensation- CEO Pay RatioExecutive Compensation Program Elements- Base Salaries- Cash Bonus- Long-Term Equity Incentive Awards- Employee Stock Purchase Plan- Change in Control Payments- Welfare and Other BenefitsOther 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 ConsiderationsRisks Related to Compensation Policies and Practices
Executive CompensationExecutive CompensationFiscal 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, 2018Compensation Committee Interlocks and Insider ParticipationReport of the Compensation Committee of the Board of DirectorsPrincipal StockholdersSection 16(a) - Beneficial Ownership Reporting Compliance
Audit Committee MattersAudit Committee MattersAudit Committee Report- Fees Billed by Deloitte & Touche LLPPolicy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor
Proposals to Be Voted OnProposals to Be Voted OnElection of DirectorsRatification of Independent AuditorNon-Binding Advisory Vote to Approve the Compensation of our Named Executive OfficersApproval of Amended and Restated 2015 Omnibus Incentive PlanProposals of Stockholders for 2020 Annual Meeting of Stockholders
Additional InformationAdditional InformationInformation About the Meeting- Proof of Ownership Required for Attending Meeting in Person- Solicitation of Proxies- Householding- Election of Directors- Voting Procedures- Other BusinessAppendix A
Page 2 of 77
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