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Notice of Annual Meeting of Shareholders

Meeting Information



Date and Time

Wednesday, May 20, 2020
at 2:00 p.m. CT

Items of Business 

ItemAdditional InformationBoard 
See Proxy Page
1.To elect seven directors for terms expiring in 2021

The Board, acting upon the recommendation of the Nominating and Governance Committee, has nominated 7 of the Directors currently serving for re-election to the Board of Directors.

  • Pina Albo
  • Christine R. Detrick
  • J. Cliff Eason
  • John J. Gauthier
  • Anna Manning
  • Hazel M. McNeilage
  • Steven C. Van Wyk
FOR each nomineePage 1
2.To vote to approve the compensation of the Company’s named executive officers on a non-binding, advisory basis

We believe our compensation program provides the appropriate mix of fixed and at-risk compensation. Our short- and long-term performance-based compensation program ties pay to Company performance, rewards achievement of financial and operational goals, encourages individual performance that is in line with our long-term strategy, is aligned with shareholder interests and remains competitive with our industry peers.

FORPage 64
3.To vote to approve the Company’s Amended & Restated Articles of Incorporation

We are seeking approval to amend and restate our Amended and Restated Articles of Incorporation (the "Articles of Incorporation"). These amendments do not substantively change the Articles of Incorporation, except to reflect that special meetings of the shareholders may be called from time to time as specified in by our Amended & Restated Bylaws (“Bylaws”). We believe this proposal will not adversely affect the rights or preferences of shareholders. Specifically:

  • The proposed amendment removes certain outdated and unnecessary provisions from the Articles of Incorporation, such as references to (i) our prior capital structure and the conversion to the current capital structure (2008), (ii) our original incorporator, (iii) the phase-in provisions relating to the declassification of our Board of Directors and (iv) the five percent ownership provisions, which have expired.
  • The proposed amendment provides that special meetings of the shareholders may be called from time to time as specified in the Bylaws.
  • The Bylaws provide that special meetings of the shareholders may be called by the Chair of the Board of Directors or by the President or by a majority of the entire number of the Board of Directors. We believe this amendment would eliminate duplication between the, and simplify the process for amending the provisions governing how special meetings may be called in the future.
FORPage 66
4.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the year ending December 31, 2020The Audit Committee has appointed Deloitte & Touche as our independent registered public accounting firm for 2020.
This appointment is being submitted to shareholders for ratification.
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