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2024 Proxy Statement
Who We Are
Letter to Fellow Shareholders
Notice of 2024 Annual Meeting of Shareholders
About this Management Information Circular and Proxy Statement
Table of Contents
Proxy Summary
- About the Meeting
- 2023 Financial Performance Highlights
- 2024 Board Nominees
- ESG Framework
- Human Capital
- Diversity and Inclusion
- Snapshot of our Board
- Governance Highlights
Corporate Governance
Corporate Governance Guidelines
Board Oversight
Shareholder Engagement
Communications with the Board of Directors
Board Committees
Compensation Committee Interlocks and Insider Participation
Board and Committee Meeting 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
Proposals
Proposal 1 - Election of Directors
- Director Biographies
- Director Compensation and Equity Ownership
- Public Company Board Memberships
Proposal 2 - Non-Binding Advisory Vote on Named Executive Officer Compensation ("Say-on-Pay")
Proposal 3 - 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
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 2023
- 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 2023
- Outstanding Equity Awards at 2023 Fiscal Year End
- Shares Vested in Fiscal Year 2023
- Pension Benefits in Fiscal Year 2023
- Nonqualified Deferred Compensation in Fiscal Year 2023
- 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
Additional Information
General Information About the Annual Meeting
- Who May Vote?
- What is Being Voted on at the Meeting?
- What are the Required Votes for Each Proposal?
- What are Broker Non-Votes?
- How Do I Vote and Revoke My Vote?
- How Do Proxies Work?
- What is a Quorum?
- Can You Attend in Person?
- How do I Contact the Transfer Agent?
Other Information
- Delinquent Section 16(a) Reports
- Directors' and Officers' Indemnity Insurance
- Shareholder Proposals for 2025 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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2024 Proxy Statement
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2024 Proxy Statement
Who We Are
Letter to Fellow Shareholders
Notice of 2024 Annual Meeting of Shareholders
About this Management Information Circular and Proxy Statement
Table of Contents
Proxy Summary
- About the Meeting
- 2023 Financial Performance Highlights
- 2024 Board Nominees
- ESG Framework
- Human Capital
- Diversity and Inclusion
- Snapshot of our Board
- Governance Highlights
Corporate Governance
Corporate Governance Guidelines
Board Oversight
Shareholder Engagement
Communications with the Board of Directors
Board Committees
Compensation Committee Interlocks and Insider Participation
Board and Committee Meeting 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
Proposals
Proposal 1 - Election of Directors
- Director Biographies
- Director Compensation and Equity Ownership
- Public Company Board Memberships
Proposal 2 - Non-Binding Advisory Vote on Named Executive Officer Compensation ("Say-on-Pay")
Proposal 3 - 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
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 2023
- 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 2023
- Outstanding Equity Awards at 2023 Fiscal Year End
- Shares Vested in Fiscal Year 2023
- Pension Benefits in Fiscal Year 2023
- Nonqualified Deferred Compensation in Fiscal Year 2023
- 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
Additional Information
General Information About the Annual Meeting
- Who May Vote?
- What is Being Voted on at the Meeting?
- What are the Required Votes for Each Proposal?
- What are Broker Non-Votes?
- How Do I Vote and Revoke My Vote?
- How Do Proxies Work?
- What is a Quorum?
- Can You Attend in Person?
- How do I Contact the Transfer Agent?
Other Information
- Delinquent Section 16(a) Reports
- Directors' and Officers' Indemnity Insurance
- Shareholder Proposals for 2025 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
2024 Proxy Statement
2024 Proxy Statement
Who We Are
Letter to Fellow Shareholders
Notice of 2024 Annual Meeting of Shareholders
About this Management Information Circular and Proxy Statement
Table of Contents
Proxy Summary
- About the Meeting
- 2023 Financial Performance Highlights
- 2024 Board Nominees
- ESG Framework
- Human Capital
- Diversity and Inclusion
- Snapshot of our Board
- Governance Highlights
Corporate Governance
Corporate Governance
Corporate Governance Guidelines
Board Oversight
Shareholder Engagement
Communications with the Board of Directors
Board Committees
Compensation Committee Interlocks and Insider Participation
Board and Committee Meeting 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
Proposals
Proposals
Proposal 1 - Election of Directors
- Director Biographies
- Director Compensation and Equity Ownership
- Public Company Board Memberships
Proposal 2 - Non-Binding Advisory Vote on Named Executive Officer Compensation ("Say-on-Pay")
Proposal 3 - 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
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 2023
- 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 2023
- Outstanding Equity Awards at 2023 Fiscal Year End
- Shares Vested in Fiscal Year 2023
- Pension Benefits in Fiscal Year 2023
- Nonqualified Deferred Compensation in Fiscal Year 2023
- 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
Additional Information
Additional Information
General Information About the Annual Meeting
- Who May Vote?
- What is Being Voted on at the Meeting?
- What are the Required Votes for Each Proposal?
- What are Broker Non-Votes?
- How Do I Vote and Revoke My Vote?
- How Do Proxies Work?
- What is a Quorum?
- Can You Attend in Person?
- How do I Contact the Transfer Agent?
Other Information
- Delinquent Section 16(a) Reports
- Directors' and Officers' Indemnity Insurance
- Shareholder Proposals for 2025 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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