PROPOSAL 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010 (the “Dodd-Frank Act”), enables our shareholders to vote to
approve, on an advisory basis, the compensation of our named
executive officers as disclosed in this proxy statement in
accordance with the SEC’s rules.
As described in the sections entitled “Compensation Discussion and
Analysis” and in the accompanying tables and narrative disclosure,
our executive compensation programs are designed to motivate our
executive officers to enhance shareholder value, to provide a fair
reward for this effort and to stimulate our executive officers’
professional and personal growth. The Company seeks to provide
near-term and long-term financial incentives that align the
executive officers’ interest with those of the shareholders and
focus executive officer behavior on the achievement of near-term
corporate goals, as well as long-term business objectives and
strategies. We believe that this alignment between executive
compensation and shareholder interests has driven corporate
performance over time.
Our shareholders voted on May 18, 2017, to have advisory votes
every year to approve the compensation paid to the Company’s named
executive officers, and we have adopted that approach. The Board of
Directors and Compensation Committee make executive compensation
decisions every year, and our directors will look to the annual
advisory vote for information to be taken into account when they
make decisions with respect to our compensation philosophy,
policies and practices. Accordingly, we are asking our
shareholders to vote FOR the following non-binding, advisory resolution on the
approval of the compensation of the Company’s named executive
officers as disclosed in this proxy statement:
“RESOLVED, that the shareholders of the Company approve, on an
advisory basis, the compensation of the Company’s named executive
officers, as disclosed in this proxy statement, including the
Compensation Discussion and Analysis, compensation tables and
narrative discussion.”
We urge you to read the Compensation Discussion and Analysis
section of this proxy statement and the accompanying tables and
narrative disclosure for additional details on the Company’s
executive compensation, including our governance, framework,
components, and the compensation decisions for the named executive
officers for the fiscal year ended December 31, 2019.
As an advisory vote, the results of this vote will not be binding
on the Board of Directors or the Company. However, the Board of
Directors and the Compensation Committee value the opinions of our
shareholders and will consider the outcome of the vote when making
future decisions on the compensation of our named executive
officers and the Company’s executive compensation principles,
policies and procedures.
The Board of Directors recommends that shareholders vote FOR
approval, on an advisory basis, of the compensation of the
Company’s named executive officers, as disclosed in this proxy
statement, including the Compensation Discussion and Analysis,
compensation tables and narrative discussion.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors, which is
comprised solely of independent directors within the meaning of
applicable rules of Nasdaq, outside directors within the meaning of
Section 162(m) of the Internal Revenue Code of 1986, as
amended(the “Code”), and non-employee directors within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, is
responsible for developing executive compensation policies and
advising the Board of Directors with respect to such policies and
administering the Company’s cash and equity incentive plans. The
Compensation Committee sets performance goals and objectives for
the Chief Executive Officer and the other executive officers,
evaluates their performance with respect to those goals and sets
their compensation based upon the evaluation of their performance.
In evaluating executive officer pay, the Compensation Committee may
retain the services of a compensation consultant and consider
recommendations from the Chief Executive Officer with respect to
goals and compensation of the other executive officers. The
Compensation Committee assesses the information it receives in
accordance with its business judgment. The Compensation Committee
also periodically reviews non-employee director compensation. All
decisions with respect to executive compensation are approved by
the Compensation Committee and all decisions with respect to
director compensation are recommended by the Compensation Committee
to the full Board of Directors for approval.
The Compensation Committee of the Company has reviewed and
discussed the Compensation Discussion and Analysis required by Item
402(b) of Regulation S-K
with management and, based on such review and discussions, the
Compensation Committee recommended to the Board of Directors that
the Compensation Discussion and Analysis be included in this proxy
statement.
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