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Notice of Annual Meeting of Shareholders

Meeting Information

 

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Date and Time

Wednesday, May 19, 2021
at 2:00 p.m. CT
Record Date:
Close of business
March 29, 2021

 

 

Items of Business 


ItemAdditional InformationBoard 
Recommendations
See Proxy Page
1.To elect 12 directors for terms expiring in 2022

The Board, acting upon the recommendation of the Nominating and Governance Committee, has nominated all 12 current directors for re-election to the Board of Directors.

    • Pina Albo
    • Christine R. Detrick
    • J. Cliff Eason
    • John J. Gauthier
    • Patricia L. Guinn
    • Anna Manning
    • Hazel M. McNeilage
    • Stephen O’Hearn
    • Frederick J. Sievert
    • Shundrawn Thomas
    • Stanley B. Tulin
    • Steven C. Van Wyk
     
    FOR each nomineePage 2
    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 78
    3.To vote to approve the amendments to the Company’s Flexible Stock Plan

    We are seeking approval to amend our employee Flexible Stock Plan to increase the number of shares authorized for issuance under the Flexible Stock Plan and extend the termination date. Specifically, the proposed amendments would:

    • Increase the total number of shares authorized for issuance by 1,500,000 for a total of 16,460,077 shares; and
    • Extend the termination date of the Flexible Stock Plan from May 23, 2022 to May 19, 2026, the fifth anniversary of the date of shareholder approval of the proposal.
    FORPage 80
    4.To vote to approve the amendments to the Company’s Flexible Stock Plan for Directors

    We are seeking approval to amend our Flexible Stock Plan for Directors to increase the number of shares authorized for issuance under the plan. Specifically, the proposed amendment would:

    • Increase the total number of shares authorized for issuance from 282,500 to 307,500.
    FORPage 91
    5.To vote to approve the Amended & Restated Phantom Stock Plan for Directors

    We are seeking approval to amend and restate our Phantom Stock Plan for Directors to increase the number of performance units authorized for issuance under the plan and allow Directors to receive dividend equivalent payments or dividend credit rights, consistent with our other equity plans. Specifically, the proposed amendment would:

    •  Increase the total number of shares authorized for issuance from increase the number of performance units authorized for issuance under the Phantom Plan from 130,000 to 155,000 performance units; and
    • Allow Directors to receive dividend equivalent payments or dividend credit rights on the performance units held and accumulated in such Director’s Phantom Plan Account.
    FORPage 98
    6.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the year ending December 31, 2021

    The Audit Committee has appointed Deloitte & Touche as our independent auditor for 2021.

     
    This appointment is being submitted to shareholders for ratification.
      FORPage 103

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