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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
- Director Independence
- Board Refreshment and Tenure
- Diversity of Our Board
- Board Membership Selection
- Board 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
- Board and Committee Oversight of Risk Management
- Board Oversight of Cybersecurity
- Human Capital Management
- Our Approach to Sustainability
- Transparency and Oversight of Political Participation and Spending
- What We Expect of Our Employees, Officers and Directors
- Certain Relationships and Related Party Transactions
- Conflicts of Interest
Security Ownership of Directors, Management and Certain Beneficial Owners
- Delinquent Section 16(a) Reports
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
- 2019 Summary Compensation Table
- 2019 Grants of Plan-Based Awards Table
- Outstanding Equity Awards at Year-End December 31, 2019 Table
- Option Exercises and Stock Vested During 2019 Table
- 2019 Pension Benefits Table
- Qualified and Non-Qualified Pension Plans
- 2019 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 2019 and 2018
Audit Committee Report
Voting & Procedures
Annual Meeting, Voting and Procedures
Other Information
Appendix A: Operating Earnings (Non-GAAP) and Adjusted Ebitda (Non-GAAP) Reconciliations
Map, Directions and Transportation
Core Commitments and Achievements
Meet the Board
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Page 78 of 81
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
- Director Independence
- Board Refreshment and Tenure
- Diversity of Our Board
- Board Membership Selection
- Board 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
- Board and Committee Oversight of Risk Management
- Board Oversight of Cybersecurity
- Human Capital Management
- Our Approach to Sustainability
- Transparency and Oversight of Political Participation and Spending
- What We Expect of Our Employees, Officers and Directors
- Certain Relationships and Related Party Transactions
- Conflicts of Interest
Security Ownership of Directors, Management and Certain Beneficial Owners
- Delinquent Section 16(a) Reports
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
- 2019 Summary Compensation Table
- 2019 Grants of Plan-Based Awards Table
- Outstanding Equity Awards at Year-End December 31, 2019 Table
- Option Exercises and Stock Vested During 2019 Table
- 2019 Pension Benefits Table
- Qualified and Non-Qualified Pension Plans
- 2019 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 2019 and 2018
Audit Committee Report
Voting & Procedures
Annual Meeting, Voting and Procedures
Other Information
Appendix A: Operating Earnings (Non-GAAP) and Adjusted Ebitda (Non-GAAP) Reconciliations
Map, Directions and Transportation
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
- Director Independence
- Board Refreshment and Tenure
- Diversity of Our Board
- Board Membership Selection
- Board 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
- Board and Committee Oversight of Risk Management
- Board Oversight of Cybersecurity
- Human Capital Management
- Our Approach to Sustainability
- Transparency and Oversight of Political Participation and Spending
- What We Expect of Our Employees, Officers and Directors
- Certain Relationships and Related Party Transactions
- Conflicts of Interest
Security Ownership of Directors, Management and Certain Beneficial Owners
- Delinquent Section 16(a) Reports
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
- 2019 Summary Compensation Table
- 2019 Grants of Plan-Based Awards Table
- Outstanding Equity Awards at Year-End December 31, 2019 Table
- Option Exercises and Stock Vested During 2019 Table
- 2019 Pension Benefits Table
- Qualified and Non-Qualified Pension Plans
- 2019 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 2019 and 2018
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
Map, Directions and Transportation
Core Commitments and Achievements
Meet the Board
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