Table of Contents
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FIRST PAGE
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 2: NON-BINDING, ADVISORY VOTE ON EXECUTIVE COMPENSATION
PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF KPMG AS INDEPENDENT AUDITORS
PROPOSAL 4: APPROVAL OF AMENDMENT OF CHARTER TO ELIMINATE SUPERMAJORITY PROVISIONS
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
Our Board of Directors and Its Committees
Consideration of Director Nominees
Communications with our Board of Directors
Other Corporate Governance Matters
DIRECTOR COMPENSATION
Cash Compensation
Equity Compensation
Expenses and Perquisites
Stock Ownership Policy for Directors
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Compensation Committee Procedures, Compensation Consultant, Input of Named Executive Officers on Compensation and Stockholder Advisory Resolution
Compensation Elements
Severance Agreements
Discussion of Certain Compensation Polices
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
EXECUTIVE OFFICER COMPENSATION SUMMARY
INFORMATION ABOUT OUR INDEPENDENT ACCOUNTANTS
AUDIT COMMITTEE REPORT
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
OTHER MATTERS
APPENDIX A - PROPOSED CHARTER AMENDMENT
FINAL PAGE