Table of Contents
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FRONT COVER
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TABLE OF CONTENTS
PROXY SUMMARY
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
Date, Time and Plac
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
Nominee Qualifications
Director Independence
Board Leadership Structure and Risk Oversight
Corporate Responsibility
Attendance at Board and Committee Meetings
Anti-Hedging Policy
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 AND HUMAN CAPITAL COMMITTEE
2019 SUMMARY COMPENSATION TABLE
2019 CEO PAY RATIO
2019 GRANTS OF PLAN-BASED AWARDS
OUTSTANDING EQUITY AWARDS AT YEAR END 2019
OPTION EXERCISES AND COMMON SHARES VESTED IN 2019
EQUITY COMPENSATION PLAN INFORMATION
Employment Contracts
Potential Payments on Termination or Change of 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 - APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION
Say-On-Pay Responsiveness - Changes to the Executive Compensation Program
2019 Business Highlights
OTHER MATTERS
Shareholder Proposals and Nominations for the 2021 Annual Meeting of Shareholders
Board Committee Charters, Corporate GovernanceGuidelines and Code of Business Conduct and Ethics
Householding of Proxy Materials
Annual Report on Form 10-K
Other Business
APPENDIX A - DEFINITIONS AND RECONCILIATIONS OFGAAP AND NON-GAAP FINANCIAL MEASURES
FINAL PAGE