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2020 Proxy Statement
Table of Contents
Letter to Fellow Stockholders
Notice of 2020 Annual Meeting
Proxy Summary
Governance
Proposal No. 1: Election of Directors
- Required Vote
- Recommendation of the Board
The Board of Directors
- Governance Insights: Environmental, Social, and Governance ("ESG") Matters
- Director Qualifications
- Snapshot of Director Nominees
- Board Diversity
- Independent 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
- Board Refreshment
- Responsive Governance Practices
- 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
- Governance Insights: Compensation and Impact of COVID-19
- 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 2020, 2019, and 2018 Summary Compensation Table
- Fiscal Year 2020 Grants of Plan-Based Awards
- Employment Agreements
- Fiscal Year 2020 Outstanding Equity Awards at Fiscal Year-End
- Stock Vested in Fiscal Year 2020
- Fiscal Year 2020 Pension Benefits
- Fiscal Year 2020 Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change of Control
- Pay Ratio Disclosure
- Fiscal Year 2020 Compensation of Directors
- Equity Compensation Plan Information
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
- Governance Insights: Managing COVID-19 Risks
- Report of the Audit Committee
General Information
Security Ownership of Certain Beneficial Owners and Management
Questions and Answers About the Proxy Materials and the Annual Meeting
Other Matters
Appendix A - Non-GAAP Financial Measures
What We Stand For: Our Values
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2020 Proxy Statement
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Page 21 of 71
2020 Proxy Statement
Table of Contents
Letter to Fellow Stockholders
Notice of 2020 Annual Meeting
Proxy Summary
Governance
Proposal No. 1: Election of Directors
- Required Vote
- Recommendation of the Board
The Board of Directors
- Governance Insights: Environmental, Social, and Governance ("ESG") Matters
- Director Qualifications
- Snapshot of Director Nominees
- Board Diversity
- Independent 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
- Board Refreshment
- Responsive Governance Practices
- 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
- Governance Insights: Compensation and Impact of COVID-19
- 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 2020, 2019, and 2018 Summary Compensation Table
- Fiscal Year 2020 Grants of Plan-Based Awards
- Employment Agreements
- Fiscal Year 2020 Outstanding Equity Awards at Fiscal Year-End
- Stock Vested in Fiscal Year 2020
- Fiscal Year 2020 Pension Benefits
- Fiscal Year 2020 Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change of Control
- Pay Ratio Disclosure
- Fiscal Year 2020 Compensation of Directors
- Equity Compensation Plan Information
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
- Governance Insights: Managing COVID-19 Risks
- Report of the Audit Committee
General Information
Security Ownership of Certain Beneficial Owners and Management
Questions and Answers About the Proxy Materials and the Annual Meeting
Other Matters
Appendix A - Non-GAAP Financial Measures
What We Stand For: Our Values
2020 Proxy Statement
2020 Proxy Statement
Table of Contents
Letter to Fellow Stockholders
Notice of 2020 Annual Meeting
Proxy Summary
Governance
Governance
Proposal No. 1: Election of Directors
- Required Vote
- Recommendation of the Board
The Board of Directors
- Governance Insights: Environmental, Social, and Governance ("ESG") Matters
- Director Qualifications
- Snapshot of Director Nominees
- Board Diversity
- Independent 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
- Board Refreshment
- Responsive Governance Practices
- 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
- Governance Insights: Compensation and Impact of COVID-19
- 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 2020, 2019, and 2018 Summary Compensation Table
- Fiscal Year 2020 Grants of Plan-Based Awards
- Employment Agreements
- Fiscal Year 2020 Outstanding Equity Awards at Fiscal Year-End
- Stock Vested in Fiscal Year 2020
- Fiscal Year 2020 Pension Benefits
- Fiscal Year 2020 Nonqualified Deferred Compensation
- Potential Payments Upon Termination or Change of Control
- Pay Ratio Disclosure
- Fiscal Year 2020 Compensation of Directors
- Equity Compensation Plan Information
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
- Governance Insights: Managing COVID-19 Risks
- Report of the Audit Committee
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
Appendix A - Non-GAAP Financial Measures
What We Stand For: Our Values
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