Table of Contents
Click on a title to visit that section.
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 Place
Attending the Annual Meeting
Who Can Vote; Votes per Share
How to Vote
Quorum and Voting Requirements
Revocation of Proxies
Proxy Solicitation
Virtual Meeting Information
PROPOSAL 1 ELECTION OF DIRECTORS
Director Resignation Policy
Board Diversity and Refreshment
Nominee Qualifications
Director Independence
Board Leadership Structure and Risk Oversight
Attendance at Board and Committee Meetings
Anti-Hedging Policy
Committees of the Board
Communications with Directors
Compensation of Directors
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
REPORT OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE
2020 SUMMARY COMPENSATION TABLE
2020 CEO PAY RATIO
2020 GRANTS OF PLAN-BASED AWARDS
OUTSTANDING EQUITY AWARDS AT YEAR END 2020
OPTION EXERCISES AND COMMON SHARES VESTED IN 2020
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
2020 Business Recap
OTHER MATTERS
Shareholder Proposals and Nominations for the 2022 Annual Meeting of Shareholders
Delinquent Section 16(a) Reports
Board Committee Charters, Corporate Governance Guidelines and Code of Business Conduct and Ethics
Householding of Proxy Materials
Annual Report on Form 10-K
Other Business
APPENDIX A - DEFINITIONS AND RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES
FINAL PAGE