Table of Contents
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FRONT COVER
OUR MISSION
NOTICE OF ANNUAL MEETING OFSHAREHOLDERS
PROXY STATEMENT SUMMARY
2017 BUSINESS HIGHLIGHTS
2017 EXECUTIVE COMPENSATION HIGHLIGHTS
EXECUTIVE COMPENSATION GOVERNANCE HIGHLIGHTS
TABLE OF CONTENTS
GENERAL INFORMATION
DATE, TIME AND PLACE
WHO CAN VOTE; VOTES PER SHARE
HOW TO VOTE
QUORUM AND VOTING REQUIREMENTS
REVOCATION OF PROXIES
PROXY SOLICITATION
PROPOSAL 1 - ELECTION OF DIRECTORS
DIRECTOR RESIGNATION POLICY
BOARD DIVERSITY
NOMINEE QUALIFICATIONS
DIRECTOR INDEPENDENCE
BOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
COMMITTEES OF THE BOARD
COMMUNICATIONS WITH DIRECTORS
COMPENSATION OF DIRECTORS
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
REPORT OF THE COMPENSATION COMMITTEE
2017 SUMMARY COMPENSATION TABLE
2017 CEO PAY RATIO
2017 GRANTS OF PLAN-BASED AWARDS
OUTSTANDING EQUITY AWARDS AT YEAR END 2017
OPTION EXERCISES AND COMMON SHARES VESTED IN 2017
EQUITY COMPENSATION PLAN INFORMATION
EMPLOYMENT CONTRACTS
POTENTIAL PAYMENTS ON TERMINATION OR CHANGEOF CONTROL
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
REPORT OF THE AUDIT COMMITTEE
PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION
OTHER MATTERS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2019 ANNUAL MEETING OF SHAREHOLDERS
BOARD COMMITTEE CHARTERS, CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT AND ETHICS
HOUSEHOLDING OF PROXY MATERIALS
OTHER BUSINESS
APPENDIX A - DEFINITIONS AND RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES
DEFINED TERMS
FINAL PAGE