Table of Contents
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Front Cover
Notice of 2019 annual meeting of shareholders
Table of contents
Proxy statement summary
Company overview
2020 performance
Long-term performance
Corporate governance highlights
Sustainability
Shareholder engagement
Roadmap of voting items
Corporate governance
Proposal 1 - Election of directors
Board of directors - selection, skills and experience
Board leadership structure
Board practices, policies and processes
Compensation of directors
Sustainability
Public policy engagement and political participation
Shareholder engagement
Executive compensation
Proposal 2 - Advisory vote on executive compensation
Compensation discussion and analysis
Compensation Committee report
Executive compensation tables
CEO pay ratio
Audit matters
Proposal 3 - Ratification of selection of independent auditors
Independent auditor fees
Audit Committee’s pre-approval policies and procedures
Audit Committee report
Shareholder proposal
Proposal 4 - A shareholder proposal regarding the right to call special meetings
Shareholder proposal
Board’s statement in opposition
Information about stock ownership
Security ownership of certain beneficial owners and management
Equity compensation plan information
Delinquent Section 16(a) reports
Voting and meeting information
Purpose of annual meeting
Virtual annual meeting
Voting information
Proxy solicitation and distribution
Submitting 2022 proposals
SEC Rule 14a-8
Advance notice bylaw
Proxy access nominations
Appendix A
Reconciliation of GAAP to non-GAAP financial measures
Back Cover