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2023 Proxy Statement
Who We Are
Letter to Fellow Shareholders
Notice of 2023 Annual Meeting of Shareholders
About this Management Information Circular and Proxy Statement
Cautionary Note Regarding Forward-Looking Statements
Currency Exchange Rate Data
Table of Contents
General Information
Proxy Summary
Corporate Governance
Corporate Governance Guidelines
Board Oversight
Shareholder Engagement
Communications with the Board of Directors
Board Committees
Committee Assignments and Attendance
Director Independence
Code of Conduct and Ethics
Board Leadership
Majority Voting for Directors
Director Orientation and Continuing Education
Position Descriptions
Board Composition
Board Renewal
Board and Committee Performance Evaluation
Director Nomination Process
Board Diversity
Board Skills, Experience and Diversity
Director Biographies
Director Compensation and Equity Ownership
Public Company Board Memberships
Share Ownership
Share Ownership of Five Percent Shareholders
Share Ownership of the Board of Directors and Corporate Officers
Executive Compensation
Compensation Discussion and Analysis
- Our Named Executives
- Executive Summary
- Compensation Philosophy and Objectives
- Say-on-Pay
- Noteworthy Compensation Actions for 2022
- Approach to Compensation
- Elements of Compensation
- Other Benefits and Compensation Information
- CD&A Appendix
- Compensation Committee Report
- Compensation Risk Assessment
Executive Compensation Tables and Additional Information
- Summary Compensation Table
- Grants of Plan-Based Awards in Fiscal Year 2022
- Outstanding Equity Awards at 2022 Fiscal Year End
- Shares Vested in Fiscal Year 2022
- Pension Benefits in Fiscal Year 2022
- Nonqualified Deferred Compensation in Fiscal Year 2022
- Equity Compensation Plan Information
- Potential Payments Upon Termination or Change in Control
- CEO Pay Ratio
- Pay Versus Performance
Certain Relationships & Audit Matters
Certain Relationships and Related Transactions
Audit-Related Matters
Proposals
Proposal 1: Election of Directors
Proposal 2: Non-Binding Advisory Vote on Named Executive Officer Compensation ("Say-on-Pay")
Proposal 3: Non-Binding, Advisory Vote on Frequency of Say-on-Pay Vote ("Say-When-on-Pay")
Proposal 4: Appointment of Independent Registered Public Accounting Firm and Authorization of the Board of Directors to Fix the Remuneration of the Independent Registered Public Accounting Firm
Additional Information
Other Information
- Section 16(a) Beneficial Ownership Reporting Compliance
- Directors' and Officers' Indemnity Insurance
- Shareholder Proposals for 2024 Annual Meeting of Shareholders of the Company
- Availability of Documents; Annual Report to Shareholders on Form 10-K
- Other Business
- Approval
Appendix A: Corporate Governance Guidelines and Board Charter
Appendix B: Summary of the 2016 Incentive Award Plan
Voluntary Electronic Delivery of Proxy Materials
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2023 Proxy Statement
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Page 4 of 102
2023 Proxy Statement
Who We Are
Letter to Fellow Shareholders
Notice of 2023 Annual Meeting of Shareholders
About this Management Information Circular and Proxy Statement
Cautionary Note Regarding Forward-Looking Statements
Currency Exchange Rate Data
Table of Contents
General Information
Proxy Summary
Corporate Governance
Corporate Governance Guidelines
Board Oversight
Shareholder Engagement
Communications with the Board of Directors
Board Committees
Committee Assignments and Attendance
Director Independence
Code of Conduct and Ethics
Board Leadership
Majority Voting for Directors
Director Orientation and Continuing Education
Position Descriptions
Board Composition
Board Renewal
Board and Committee Performance Evaluation
Director Nomination Process
Board Diversity
Board Skills, Experience and Diversity
Director Biographies
Director Compensation and Equity Ownership
Public Company Board Memberships
Share Ownership
Share Ownership of Five Percent Shareholders
Share Ownership of the Board of Directors and Corporate Officers
Executive Compensation
Compensation Discussion and Analysis
- Our Named Executives
- Executive Summary
- Compensation Philosophy and Objectives
- Say-on-Pay
- Noteworthy Compensation Actions for 2022
- Approach to Compensation
- Elements of Compensation
- Other Benefits and Compensation Information
- CD&A Appendix
- Compensation Committee Report
- Compensation Risk Assessment
Executive Compensation Tables and Additional Information
- Summary Compensation Table
- Grants of Plan-Based Awards in Fiscal Year 2022
- Outstanding Equity Awards at 2022 Fiscal Year End
- Shares Vested in Fiscal Year 2022
- Pension Benefits in Fiscal Year 2022
- Nonqualified Deferred Compensation in Fiscal Year 2022
- Equity Compensation Plan Information
- Potential Payments Upon Termination or Change in Control
- CEO Pay Ratio
- Pay Versus Performance
Certain Relationships & Audit Matters
Certain Relationships and Related Transactions
Audit-Related Matters
Proposals
Proposal 1: Election of Directors
Proposal 2: Non-Binding Advisory Vote on Named Executive Officer Compensation ("Say-on-Pay")
Proposal 3: Non-Binding, Advisory Vote on Frequency of Say-on-Pay Vote ("Say-When-on-Pay")
Proposal 4: Appointment of Independent Registered Public Accounting Firm and Authorization of the Board of Directors to Fix the Remuneration of the Independent Registered Public Accounting Firm
Additional Information
Other Information
- Section 16(a) Beneficial Ownership Reporting Compliance
- Directors' and Officers' Indemnity Insurance
- Shareholder Proposals for 2024 Annual Meeting of Shareholders of the Company
- Availability of Documents; Annual Report to Shareholders on Form 10-K
- Other Business
- Approval
Appendix A: Corporate Governance Guidelines and Board Charter
Appendix B: Summary of the 2016 Incentive Award Plan
Voluntary Electronic Delivery of Proxy Materials
2023 Proxy Statement
2023 Proxy Statement
Who We Are
Letter to Fellow Shareholders
Notice of 2023 Annual Meeting of Shareholders
About this Management Information Circular and Proxy Statement
Cautionary Note Regarding Forward-Looking Statements
Currency Exchange Rate Data
Table of Contents
General Information
Proxy Summary
Corporate Governance
Corporate Governance
Corporate Governance Guidelines
Board Oversight
Shareholder Engagement
Communications with the Board of Directors
Board Committees
Committee Assignments and Attendance
Director Independence
Code of Conduct and Ethics
Board Leadership
Majority Voting for Directors
Director Orientation and Continuing Education
Position Descriptions
Board Composition
Board Composition
Board Renewal
Board and Committee Performance Evaluation
Director Nomination Process
Board Diversity
Board Skills, Experience and Diversity
Director Biographies
Director Compensation and Equity Ownership
Public Company Board Memberships
Share Ownership
Share Ownership
Share Ownership of Five Percent Shareholders
Share Ownership of the Board of Directors and Corporate Officers
Executive Compensation
Executive Compensation
Compensation Discussion and Analysis
- Our Named Executives
- Executive Summary
- Compensation Philosophy and Objectives
- Say-on-Pay
- Noteworthy Compensation Actions for 2022
- Approach to Compensation
- Elements of Compensation
- Other Benefits and Compensation Information
- CD&A Appendix
- Compensation Committee Report
- Compensation Risk Assessment
Executive Compensation Tables and Additional Information
- Summary Compensation Table
- Grants of Plan-Based Awards in Fiscal Year 2022
- Outstanding Equity Awards at 2022 Fiscal Year End
- Shares Vested in Fiscal Year 2022
- Pension Benefits in Fiscal Year 2022
- Nonqualified Deferred Compensation in Fiscal Year 2022
- Equity Compensation Plan Information
- Potential Payments Upon Termination or Change in Control
- CEO Pay Ratio
- Pay Versus Performance
Certain Relationships & Audit Matters
Certain Relationships & Audit Matters
Certain Relationships and Related Transactions
Audit-Related Matters
Proposals
Proposals
Proposal 1: Election of Directors
Proposal 2: Non-Binding Advisory Vote on Named Executive Officer Compensation ("Say-on-Pay")
Proposal 3: Non-Binding, Advisory Vote on Frequency of Say-on-Pay Vote ("Say-When-on-Pay")
Proposal 4: Appointment of Independent Registered Public Accounting Firm and Authorization of the Board of Directors to Fix the Remuneration of the Independent Registered Public Accounting Firm
Additional Information
Additional Information
Other Information
- Section 16(a) Beneficial Ownership Reporting Compliance
- Directors' and Officers' Indemnity Insurance
- Shareholder Proposals for 2024 Annual Meeting of Shareholders of the Company
- Availability of Documents; Annual Report to Shareholders on Form 10-K
- Other Business
- Approval
Appendix A: Corporate Governance Guidelines and Board Charter
Appendix B: Summary of the 2016 Incentive Award Plan
Voluntary Electronic Delivery of Proxy Materials
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