Table of Contents
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Front Cover
Cover Letter
Table of Contents
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
PROXY SUMMARY
PROXY STATEMENT
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING
CORPORATE GOVERNANCE
COMMITTEES OF THE BOARD OF DIRECTORS
REPORT OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
EXECUTIVE OFFICERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
ITEM 1—ELECTION OF DIRECTORS
ITEM 2—RATIFICATION OF APPOINTMENT OF AUDITORS
REPORT OF THE AUDIT COMMITTEE
ITEM 3—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
ITEM 4—ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY EXECUTIVE COMPENSATION VOTES
COMPENSATION DISCUSSION AND ANALYSIS
REPORT OF THE COMPENSATION COMMITTEE
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
ITEM 5—SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS
APPENDIX A—ADDITIONAL INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES (UNAUDITED)
Final Page