Board
Perspectives on Shareholder Proposals Accelerated Vesting of Equity
Awards 12
The Board believes that the current executive compensation structure, including
accelerated vesting of equity incentive awards, is appropriate and
effective at aligning the interests of executives and shareholders
a vote AGAINST is recommended
The Board opposes this proposal because providing for accelerated vesting of equity awards in the event of a named executive officers termination following a change in control is in the best interests of
shareholders: o This double trigger for accelerated vesting is consistent with feedback from our shareholders
o Executives have employee benefits, including severance and change in control benefits, that the
Compensation Committee believes are competitively necessary
o Adopting this proposal would limit our ability to provide competitive compensation programs and
could disadvantage our ability to attract and retain highly qualified
employees The Board believes that the current structure of the
Companys executive compensation program, including the provisions
related to accelerated vesting of equity incentive awards, is appropriate and effective, and aligns the interests of our executives with those of the Companys shareholders
o These compensation programs are consistent with market practice and provide us with the ability to
compete for, attract and retain talented executives
Accelerated vesting can help to mitigate some of the uncertainty that will likely arise for executives from a change in control transaction, and reduce the risk of executive turnover during a pending transaction
where the risk of job loss is relatively high for senior executives
Accelerated Vesting Subject to a Double Trigger Benefits Shareholders Aligning Incentives Retaining Key Talent |