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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 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
- 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
- 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
- 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
- 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
- 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
- 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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