Table of Contents
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FIRST PAGE
NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
Purpose of Annual Meeting
Voting Securities and Record Date
Quorum
Manner of Voting
Voting of Proxies
Vote Required for Approval
PROPOSAL 1: ELECTION OF DIRECTORS
Nominees and Incumbent Directors
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
General
Director Nomination Process
Director Independence
Board of Directors Meetings and Committees
Our Board’s Role in Risk Oversight
Executive Sessions
Communications from Stockholders and Other Interested Parties
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Committee Report
Summary Compensation Table
Grants of Plan-Based Awards for 2017
Outstanding Equity Awards at 2017 Fiscal Year-End
Option Exercises and Stock Vested During 2017
Pension Benefits
Nonqualified Deferred Compensation for 2017
Agreements with Named Executive Officers; Potential Payments Upon Termination or Change in Control
Pay Ratio Disclosure
DIRECTOR COMPENSATION
Cash Compensation
Deferred Compensation Plan for Directors
Fisher Retirement Plan for Non-Employee Directors
Stock-Based Compensation
Matching Charitable Donation Program
Summary Director Compensation Table
Stock Ownership Policy for Directors
SECURITY OWNERSHIP
Security Ownership of Certain Beneficial Owners and Management
Section 16(a) Beneficial Ownership Reporting Compliance
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
Review, Approval or Ratification of Transactions with Related Persons
Transactions with Related Persons
EQUITY COMPENSATION PLAN INFORMATION
Patheon Plan
REPORT OF THE AUDIT COMMITTEE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Independent Auditor Fees
Audit Committee’s Pre-Approval Policies and Procedures
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
OTHER ACTION
STOCKHOLDER PROPOSALS
SOLICITATION STATEMENT
HOUSEHOLDING OF ANNUAL MEETING MATERIALS
FINAL PAGE