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2026 Proxy Statement
Letter to Stockholders
Notice of 2026 Annual Meeting of Stockholders
Table of Contents
Proxy Summary
Matters to Be Voted On
Proposal 1: Election of Directors
Proposal 2: Advisory Vote on Executive Compensation (Say-on-Pay)
Proposal 3: Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm
Governance
Board Structure
Board Diversity
Board Evaluation Process
Board's and Management's Roles in Risk Oversight
Stockholder Engagement
Sustainability Matters
Director Independence
Director Nomination Process
Director Orientation and Continuing Education
Proxy Access
Majority Voting Standard for Director Elections
Communicating with our Board of Directors
Board of Directors
Board Members
Director Qualifications
Board Meetings
Director Service on Other Public Boards (Overboarding Policy)
Board Committees
Director Compensation
Executive Compensation
Compensation Committee Message
Compensation Discussion and Analysis (CD&A)
Compensation Committee Interlocks and Insider Participation
Compensation Committee Report
Compensation Tables
Potential Payments and Other Benefits Upon Termination or Change of Control
Pay Versus Performance (PVP)
Pay Ratio
Employee, Officer and Director Hedging
Employment Agreements
Audit Matters
Audit Committee Report
Fees and Services of KPMG
Stock Ownership
Directors and Executive Officers
Principal Stockholders
Delinquent Section16 (a) Reports
Related Party Transactions
Additional Information
Information About Voting and the Annual Meeting
Other Stockholder Information
- Other Information
- Proposals Pursuant to Rule 14a-8
- Proxy Access Director Nominees
- Proxy Solicitation Pursuant to Rule 14a-9
- Other Proposals and Director Nominees
Exhibit A - Reconciliation of GAAP and Non-GAAP Financial Measures
Location for the 2026 Annual Meeting of Stockholders
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2026 Proxy Statement
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Page 32 of 109
2026 Proxy Statement
Letter to Stockholders
Notice of 2026 Annual Meeting of Stockholders
Table of Contents
Proxy Summary
Matters to Be Voted On
Proposal 1: Election of Directors
Proposal 2: Advisory Vote on Executive Compensation (Say-on-Pay)
Proposal 3: Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm
Governance
Board Structure
Board Diversity
Board Evaluation Process
Board's and Management's Roles in Risk Oversight
Stockholder Engagement
Sustainability Matters
Director Independence
Director Nomination Process
Director Orientation and Continuing Education
Proxy Access
Majority Voting Standard for Director Elections
Communicating with our Board of Directors
Board of Directors
Board Members
Director Qualifications
Board Meetings
Director Service on Other Public Boards (Overboarding Policy)
Board Committees
Director Compensation
Executive Compensation
Compensation Committee Message
Compensation Discussion and Analysis (CD&A)
Compensation Committee Interlocks and Insider Participation
Compensation Committee Report
Compensation Tables
Potential Payments and Other Benefits Upon Termination or Change of Control
Pay Versus Performance (PVP)
Pay Ratio
Employee, Officer and Director Hedging
Employment Agreements
Audit Matters
Audit Committee Report
Fees and Services of KPMG
Stock Ownership
Directors and Executive Officers
Principal Stockholders
Delinquent Section16 (a) Reports
Related Party Transactions
Additional Information
Information About Voting and the Annual Meeting
Other Stockholder Information
- Other Information
- Proposals Pursuant to Rule 14a-8
- Proxy Access Director Nominees
- Proxy Solicitation Pursuant to Rule 14a-9
- Other Proposals and Director Nominees
Exhibit A - Reconciliation of GAAP and Non-GAAP Financial Measures
Location for the 2026 Annual Meeting of Stockholders
2026 Proxy Statement
2026 Proxy Statement
Letter to Stockholders
Notice of 2026 Annual Meeting of Stockholders
Table of Contents
Proxy Summary
Matters to Be Voted On
Matters to Be Voted On
Proposal 1: Election of Directors
Proposal 2: Advisory Vote on Executive Compensation (Say-on-Pay)
Proposal 3: Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm
Governance
Governance
Board Structure
Board Diversity
Board Evaluation Process
Board's and Management's Roles in Risk Oversight
Stockholder Engagement
Sustainability Matters
Director Independence
Director Nomination Process
Director Orientation and Continuing Education
Proxy Access
Majority Voting Standard for Director Elections
Communicating with our Board of Directors
Board of Directors
Board of Directors
Board Members
Director Qualifications
Board Meetings
Director Service on Other Public Boards (Overboarding Policy)
Board Committees
Director Compensation
Executive Compensation
Executive Compensation
Compensation Committee Message
Compensation Discussion and Analysis (CD&A)
Compensation Committee Interlocks and Insider Participation
Compensation Committee Report
Compensation Tables
Potential Payments and Other Benefits Upon Termination or Change of Control
Pay Versus Performance (PVP)
Pay Ratio
Employee, Officer and Director Hedging
Employment Agreements
Audit Matters
Audit Matters
Audit Committee Report
Fees and Services of KPMG
Stock Ownership
Stock Ownership
Directors and Executive Officers
Principal Stockholders
Delinquent Section16 (a) Reports
Related Party Transactions
Additional Information
Additional Information
Information About Voting and the Annual Meeting
Other Stockholder Information
- Other Information
- Proposals Pursuant to Rule 14a-8
- Proxy Access Director Nominees
- Proxy Solicitation Pursuant to Rule 14a-9
- Other Proposals and Director Nominees
Exhibit A - Reconciliation of GAAP and Non-GAAP Financial Measures
Location for the 2026 Annual Meeting of Stockholders
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