GOVERNANCE AND BOARD
MATTERS
will provide for appropriate funding, as determined by the Human Resources Committee, for payment of compensation to such outside advisors the Human Resources Committee
retains.
During 2017 the Human Resources Committee engaged the services of an independent consultant, Meridian Compensation Partners, LLC (Meridian).
Meridian provided the Human Resources and Governance Committees with updates on compensation trends and regulatory developments, advice on proxy disclosures with regard to compensation matters, and other assistance in related items as requested by
the Committees, including review of various materials prepared for the Committees by management. In completing its work, Meridian was engaged directly on behalf of the Committees, did no other work for the Company or any of its senior executives,
and had no other ties to the Company. For additional information, see Executive Compensation Compensation Discussion and Analysis Use of Consultants.
The Human Resources Committee has assessed the independence of Meridian pursuant to the rules of the U.S. Securities and Exchange Commission and Nasdaq and concluded
that no conflict of interest exists that would prevent Meridian from independently representing the Human Resources Committee.
The Human Resources Committee
operates under a written charter most recently amended as of May 22, 2017. The charter was last reviewed by the Committee in May 2017.
Executive
Committee.
The Executive Committee has the authority to act upon any corporate matters that require Board approval, except where Delaware law requires action by the full Board or where the matter is required to be approved by a committee of
independent Directors in accordance with applicable regulatory requirements.
The Executive Committee operates under a written charter most recently amended as of
January 18, 2018. The entire charter was last reviewed by the Committee in January 2018.
Finance Committee.
The purpose of the Finance Committee
is to review and provide guidance to the Companys Board of Directors and management with respect to the Companys: (1) present and future capital structure requirements and opportunities; (2) plans, strategies, policies,
proposals, and transactions related to corporate finance; (3) potential acquisitions and divestitures; and (4) Company financial risk management activities and plans.
The Finance Committee operates under a written charter most recently amended as of May 22, 2017. The entire charter was last reviewed by the Committee in May 2017.
Technology Advisory Committee.
The purpose of the Technology Advisory Committee is to assist the Companys Board of Directors in fulfilling its
oversight responsibilities relating to: (1) alignment of the Companys information technology (IT) strategic direction, investment needs, and priorities with its overall business and marketing strategies; (2) the
Companys marketing initiatives, including digital-based marketing and merchandising efforts; (3) assessment of the Companys portfolio of IT assets and systems; (4) promotion of an effective, efficient, scalable, flexible,
secure, and reliable IT infrastructure; and (5) consideration of the impact of emerging IT developments that may affect the IT functions ability to support the needs of the business.
The Technology Advisory Committee operates under a written charter most recently amended as of February 10, 2016. The charter was last reviewed by the Committee in
February 2017.
Consideration of Director Nominees
The Governance Committee periodically assesses the Boards size and composition and whether there may be any near-term vacancies on the Board due to retirement or
otherwise. The Governance
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20
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2018 PROXY STATEMENT
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