Our Board
was not satisfied with the decline in support for
Say-on-Pay at
the 2017 Annual Meeting
In response to the Say-on-Pay result, the
Board and
Compensation Committee undertook an even more robust
shareholder engagement program
Our enhanced outreach program included:
The goal of this program was to promote direct
communication between shareholders and the Board and
to ensure effective responsiveness to the Say-on-Pay vote
outcome
We have engaged in extensive and ongoing shareholder outreach over the past
seven years
In each of the last two years, we have targeted shareholders representing
approximately 75% of our shares outstanding and held discussions with all
interested shareholders, representing approximately 50% of shares outstanding
Engagement discussions have taken place throughout the year, offering
investors the opportunity to ask questions and provide feedback outside of the
annual meeting cycle
In response to the insights gained during these discussions, we have made
significant recent changes to our governance and compensation practices
Shareholder Engagement Program Enhanced to
Ensure Responsiveness
6
AAWWs
Shareholder Outreach and
Engagement Process
Twice a year,
outreach to
holders of
~75
% of
outstanding shares
...to communicate on key topics including:
Business Strategy and
Performance
Corporate Governance
Executive Compensation
Public Disclosures
...with shareholder input
reported back to
the
relevant committees
and full Board
...and taken into consideration as the
Board contemplates
any changes to our corporate
governance and compensation
programs, communications and
disclosures
Ongoing Best-in-Class Shareholder Engagement Program
Enhanced Outreach in Response to 2017 Say-on-Pay
Participation by a member of the
Compensation Committee
in multiple in-person
and telephonic meetings with shareholders
Solicitation of shareholder feedback on
specific
and tangible enhancements
to executive
compensation and corporate governance
practices
Holding of a number of
extra
Compensation
Committee meetings
to determine a course of
action that would be directly responsive to this
feedback and the Say-on-Pay outcome
In response to our 2017 Say-on-Pay outcome, our Board and Compensation Committee undertook an enhanced
shareholder engagement program, with the aim of ensuring that the changes made in
response to shareholder
engagement would be directly responsive to
shareholder concerns
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