PROXY ITEM 3 PROPOSAL TO APPROVE AN ADVISORY RESOLUTION ON
OUR EXECUTIVE COMPENSATION
Section 14A of the Securities Exchange Act of 1934, as amended, requires that we
include in this proxy statement an advisory (non-binding) shareholder vote on our executive compensation as described in this proxy statement.
Our NEOs are identified on page 17, and the compensation of the NEOs is described on pages 17 through 42, including the
Compensation Discussion and Analysis on pages 17 to 28. We encourage our shareholders to review these sections of the proxy statement. As discussed in the Compensation Discussion and Analysis, we believe that our compensation
policies and decisions are focused on pay for performance principles and are strongly aligned with the long-term interests of our shareholders. Compensation of our NEOs is designed to enable us to attract and retain talented and experienced senior
executives to lead the company successfully in a competitive environment.
The board and management are committed to
our shareholders and understand that it is useful and appropriate to obtain the views of our shareholders when considering the design and initiation of executive compensation programs. At our 2016 annual meeting of shareholders, our shareholders
cast an advisory vote on the compensation of our NEOs as disclosed in the proxy statement for the 2016 annual meeting, and our shareholders overwhelmingly approved the proposal, with 99% of the votes cast in favor.
Accordingly, we are requesting your non-binding approval of the following
RESOLVED, that the compensation paid to the companys NEOs, as disclosed pursuant to
Item 402 of Regulation S-K and described on pages 17 to 42 of the companys Notice of Annual Meeting & Proxy Statement for the 2017 Annual Meeting of Shareholders, including the Compensation Discussion and
Analysis and the compensation tables and narrative discussion, is hereby APPROVED.
We currently intend to
offer this non-binding advisory vote at each of our annual meetings. Although it is not binding, we welcome our shareholders views on our NEOs compensation and will carefully consider the outcome of this advisory vote when considering
future executive compensation programs.
Approval of the advisory vote on executive compensation requires support from
a majority of votes cast, assuming the presence of a quorum.
The board recommends that you vote FOR the proposal to
approve the advisory resolution on our executive compensation.