Table of Contents
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FIRST PAGE
NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
ANNUAL REPORT
STOCKHOLDERS ENTITLED TO VOTE
HOW TO VOTE IF YOU ARE A STOCKHOLDER OF RECORD
Voting by Proxy for Shares Registered Directly in the Name of the Stockholder
Voting by Proxy for Shares Registered in Street Name
Voting in Person at the Meeting
How Votes are Counted
Quorum Requirement and Required Vote
Revocation of Proxies
Information Regarding Tabulation of the Vote
Proxy Solicitation
Interest of Certain Persons in Matters to Be Acted On
Other Matters
Electronic Delivery of Future Proxy Materials
PROPOSAL ONE – ELECTION OF DIRECTORS
Vote Required
GOVERNANCE AND BOARD MATTERS
Independence
Board Leadership Structure and Risk Oversight
Meetings of the Board of Directors and Committees
Executive Sessions of Non-Management Directors
Communication with Directors
Code of Business Conduct Policy
Corporate Governance Guidelines
Compensation Committee Interlocks and Insider Participation
Section 16(a) Beneficial Ownership Reporting Compliance
Other Governance Matters
Policy Concerning Hedging and Pledging Transactions
OWNERSHIP OF EQUITY SECURITIES
AUDIT COMMITTEE REPORT
COMPENSATION COMMITTEE REPORT
EXECUTIVE OFFICERS
COMPENSATION DISCUSSION AND ANALYSIS
Overview
Executive Summary
Long-Term Incentive Program
Overview of Compensation Philosophy & Objectives
Determination of Executive Compensation
Competitive Benchmark Assessment
The Role of Executive Officers in Compensation Decisions
Elements of Executive Compensation
2015 Equity Incentive Plan
Risk Management
Impact of Regulatory Requirements on Executive Compensation
Accounting Rules
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year End
Stock Vested in Last Fiscal Year
Employment Agreements
Potential Payments upon Termination or Change of Control
Directors’ Compensation
PROPOSAL TWO – NON-BINDING, ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Vote Required
PROPOSAL THREE – RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Vote Required
INDEPENDENT ACCOUNTING FIRM FEES AND SERVICES
Audit and Other Fees
Audit Committee’s Pre-Approval Policies and Procedures
CERTAIN TRANSACTIONS
Policies and Procedures with Respect to Related Party Transactions
Related Party Transactions
ADDITIONAL INFORMATION
Householding
Stockholder Proposals for 2018 Annual Meeting
FINAL PAGE