Governance Overview

We have a history of strong corporate governance. We are committed to sound corporate governance practices that provide our stockholders with meaningful rights and foster strong independent leadership in our boardroom.

Governance Framework

  • Proxy access right at 3% / 3-year ownership threshold (adopted August 2016)
  • Independent, Non-Executive Board Chair
  • Majority voting standard
  • Shareholder ability to call special meetings
  • Shareholder right to act by written consent
  • No dual-class stock; one share, one vote
  • No poison pill
  • Active shareholder engagement to better understand investor perspective
  • Annually elected Board; directors may be removed without cause
  • Annual succession planning review
  • Significant Board role in strategy and risk oversight
  • Non-employee director pay limits and stock ownership requirements
  • Annual Board assessment of corporate governance best practices
  • Oversight of executive compensation by the -Compensation and Management Development Committee
  • Executive sessions of independent directors held regularly