* 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