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Annual Meeting
Annual Report
Form 10-K
Proxy
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Proxy Summary
Recent Awards & Recognitions
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
- Gender, Racial and Ethnic Diversity
- Average Age
- Board Independence
- Board Refreshment and Tenure
- Board Membership Selection
- Board Selection Criteria and Qualifications
Nominees for Director
- Biographical Information
Corporate Governance
Corporate Governance
- Role of the Board
- Board Leadership Structure
- The Role of Our Lead Independent Director
- Our Corporate Governance Principles
- Board and Committee Self-Assessment Process
- Director Education and Orientation
- Board and Committee Meetings and Attendance
- Outside Time Commitments
- Board Committees
- Integrated Approach to Shareholder Engagement
- Board and Committee Oversight of Risk Management
- Board Oversight of Cybersecurity
- Our Approach to Sustainability
- Our Sustainable Priorities
- Our People
- Our Governance Priorities
- Certain Relationships and Related Person 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
- 2025 Summary Compensation Table
- 2025 Grants of Plan-Based Awards Table
- Outstanding Equity Awards at Year-End December 31, 2025 Table
- Option Exercises and Stock Vested During 2025 Table
- 2025 Pension Benefits Table
- Qualified and Non-Qualified Pension Plans
- 2025 Non-Qualified Deferred Compensation Table
- Deferred Compensation
Potential Payments Upon Termination of Employment or Change-In-Control
Pay Ratio
Pay Versus Performance
Proposals 3 & 4
Proposal 3: Management Proposal to Eliminate Supermajority Voting Requirements
Proposal 4: Approval of Increase in Number of Shares Available Under the Employee Stock Purchase Plan
Ratification of Auditor
Proposal 5: Ratification of the Appointment of Independent Auditor
Oversight of the Independent Auditor
- Pre-Approval of Services
- Fees Billed by Deloitte for 2025 and 2024
Audit Committee Report
Voting & Procedures
Annual Meeting, Voting and Procedures
Other Information
Appendix A: Operating Earnings (Non-GAAP) Reconciliations
Appendix B: Proposed Amendments to Certificate of Incorporation
Appendix C: Proposed Amendments to By-Laws
Appendix D: Restated Certificate of Incorporation
Appendix E: ESPP
Our Vision & Values
Meet the Board
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Page 96 of 116
Proxy Summary
Recent Awards & Recognitions
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
- Gender, Racial and Ethnic Diversity
- Average Age
- Board Independence
- Board Refreshment and Tenure
- Board Membership Selection
- Board Selection Criteria and Qualifications
Nominees for Director
- Biographical Information
Corporate Governance
Corporate Governance
- Role of the Board
- Board Leadership Structure
- The Role of Our Lead Independent Director
- Our Corporate Governance Principles
- Board and Committee Self-Assessment Process
- Director Education and Orientation
- Board and Committee Meetings and Attendance
- Outside Time Commitments
- Board Committees
- Integrated Approach to Shareholder Engagement
- Board and Committee Oversight of Risk Management
- Board Oversight of Cybersecurity
- Our Approach to Sustainability
- Our Sustainable Priorities
- Our People
- Our Governance Priorities
- Certain Relationships and Related Person 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
- 2025 Summary Compensation Table
- 2025 Grants of Plan-Based Awards Table
- Outstanding Equity Awards at Year-End December 31, 2025 Table
- Option Exercises and Stock Vested During 2025 Table
- 2025 Pension Benefits Table
- Qualified and Non-Qualified Pension Plans
- 2025 Non-Qualified Deferred Compensation Table
- Deferred Compensation
Potential Payments Upon Termination of Employment or Change-In-Control
Pay Ratio
Pay Versus Performance
Proposals 3 & 4
Proposal 3: Management Proposal to Eliminate Supermajority Voting Requirements
Proposal 4: Approval of Increase in Number of Shares Available Under the Employee Stock Purchase Plan
Ratification of Auditor
Proposal 5: Ratification of the Appointment of Independent Auditor
Oversight of the Independent Auditor
- Pre-Approval of Services
- Fees Billed by Deloitte for 2025 and 2024
Audit Committee Report
Voting & Procedures
Annual Meeting, Voting and Procedures
Other Information
Appendix A: Operating Earnings (Non-GAAP) Reconciliations
Appendix B: Proposed Amendments to Certificate of Incorporation
Appendix C: Proposed Amendments to By-Laws
Appendix D: Restated Certificate of Incorporation
Appendix E: ESPP
Our Vision & Values
Meet the Board
Proxy Summary
Proxy Summary
Recent Awards & Recognitions
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
- Gender, Racial and Ethnic Diversity
- Average Age
- Board Independence
- Board Refreshment and Tenure
- Board Membership Selection
- Board Selection Criteria and Qualifications
Nominees for Director
- Biographical Information
Corporate Governance
Corporate Governance
Corporate Governance
- Role of the Board
- Board Leadership Structure
- The Role of Our Lead Independent Director
- Our Corporate Governance Principles
- Board and Committee Self-Assessment Process
- Director Education and Orientation
- Board and Committee Meetings and Attendance
- Outside Time Commitments
- Board Committees
- Integrated Approach to Shareholder Engagement
- Board and Committee Oversight of Risk Management
- Board Oversight of Cybersecurity
- Our Approach to Sustainability
- Our Sustainable Priorities
- Our People
- Our Governance Priorities
- Certain Relationships and Related Person 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
- 2025 Summary Compensation Table
- 2025 Grants of Plan-Based Awards Table
- Outstanding Equity Awards at Year-End December 31, 2025 Table
- Option Exercises and Stock Vested During 2025 Table
- 2025 Pension Benefits Table
- Qualified and Non-Qualified Pension Plans
- 2025 Non-Qualified Deferred Compensation Table
- Deferred Compensation
Potential Payments Upon Termination of Employment or Change-In-Control
Pay Ratio
Pay Versus Performance
Proposals 3 & 4
Proposals 3 & 4
Proposal 3: Management Proposal to Eliminate Supermajority Voting Requirements
Proposal 4: Approval of Increase in Number of Shares Available Under the Employee Stock Purchase Plan
Ratification of Auditor
Ratification of Auditor
Proposal 5: Ratification of the Appointment of Independent Auditor
Oversight of the Independent Auditor
- Pre-Approval of Services
- Fees Billed by Deloitte for 2025 and 2024
Audit Committee Report
Voting & Procedures
Voting & Procedures
Annual Meeting, Voting and Procedures
Other Information
Other Information
Appendix A: Operating Earnings (Non-GAAP) Reconciliations
Appendix B: Proposed Amendments to Certificate of Incorporation
Appendix C: Proposed Amendments to By-Laws
Appendix D: Restated Certificate of Incorporation
Appendix E: ESPP
Our Vision & Values
Meet the Board
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