Table of Contents
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FRONT COVER
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
PROXY STATEMENT SUMMARY
GOVERNANCE OF THE COMPANY
Board Leadership Structure
Risk Oversight
Stockholder Engagement
Director Nomination Process and Board Assessment
Code of Ethics
Attendance by Directors at the Annual Meeting of Stockholders
Stockholder Communications with the Directors
BOARD COMMITTEES
Meetings of the Board and its Committees
Nominating and Corporate Governance Committee
Audit and Finance Committee
Compensation Committee
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
EXECUTIVE OFFICERS
COMPENSATION DISCUSSION AND ANALYSIS (“CD&A”)
Executive Summary
What Guides Our Compensation Program
The Fiscal 2016 Executive Compensation Program in Detail
COMPENSATION COMMITTEE REPORT
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Potential Payments upon Termination or Change of Control
Non-Qualified Deferred Compensation
DIRECTOR COMPENSATION
PROPOSAL NO. 2 - NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
PROPOSAL NO. 3 - NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION
PROPOSAL NO. 4 - APPROVE AN AMENDMENT TO THE COMPANY’S BYLAWS TO IMPLEMENT MAJORITY VOTING IN UNCONTESTED DIRECTOR ELECTIONS
PROPOSAL NO. 5 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM APPOINTMENT
Independent Registered Public Accounting Firm Fees
Audit and Finance Committee Policy on Pre-Approval of Services
Audit and Finance Committee Report
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
GENERAL INFORMATION ABOUT THE MEETING AND VOTING
STOCKHOLDER PROPOSALS FOR THE 2018 ANNUAL MEETING
INCORPORATION BY REFERENCE
FINANCIAL MATTERS AND FORM 10-K REPORT
ANNEX A - PROPOSED BYLAW AMENDMENT
BACK COVER