Page 10 - Proxy Statement - 2020

Effective Shareholder Engagement
Accountability to our shareholders is an important component of
the Company’s success. We recognize the value of building
informed relationships with our investors that promote further
transparency and accountability. While proxy voting is one direct WINTER SPRING
way to influence corporate behavior, proactive engagement with
Cycle concludes with review Publish Annual Report,
our investors can be effective and impactful. Investor views are
of governance trends, Proxy Statement and
communicated to the Board and are instrumental in the
regulatory developments, our Sustainability Report. Speak
development of our governance, compensation and sustainability policies and practices, and with investors about topics
policies and inform our business strategy. input from investors to be addressed at the
on proposed Annual Meeting
During 2019, we engaged in person, by telephone and/or written changes the held in May.
correspondence with our largest institutional investors and other Board may MEET AND
significant shareholders on an array of governance topics, consider. SPEAK WITH
including our executive compensation programs. SHAREHOLDERS
AND OTHER
At our 2019 Annual Meeting of Shareholders, 92% of the shares
cast voted in favor of the advisory vote on executive FALL CONSTITUENTS SUMMER
compensation, or Say On Pay. We made meaningful changes in THROUGHOUT
Communicate Review results
2018 to our compensation program based on feedback from
investor feedback THE YEAR. of the Annual
shareholders consisting of: to the Board and Meeting. Board
• The elimination of the excise tax gross-up in executive officers’ use it to enhance conducts annual
Employment Protection Agreements our disclosures, Board, Committee and
governance practices and individual self-assessments
• The elimination of the walk-right and value of perks in the compensation programs and of its performance.
severance calculation in executive officers’ Employment effectiveness.
Protection Agreements
• The decision to not include these provisions in future
Employment Protection Agreements
• The elimination of the single-trigger vesting for equity awards
beginning in 2019

Proactively Engaging and Responding to Shareholders

CORPORATE GOVERNANCE HIGHLIGHTS
Annual
Overboarding Election of ✓ Directors elected for 1-year terms
Non- Policy Directors
Management ✓ Eliminated gross-up, walk-right on Change of Control
and Independent Mandatory
Directors Meet Retirement
Regularly Age for ✓ Eliminated single-trigger vesting for equity awards
Without Directors beginning in 2019
Management
✓ Established robust stock ownership guidelines for officers
Annual Board Majority and directors
and Committee Voting for
Self- Shareholders
Assessment ✓ Implemented hedging and pledging policy
✓ Adopted clawback policy
SHAREHOLDER RIGHTS AND
Independent GOVERNANCE PRACTICES ✓ Implemented majority voting standard
Lead No Poison
Director Pill ✓ Eliminated shareholder rights plan
✓ Adopted proxy access
No Pledging or Proxy ✓ Added 6 new Board members since 2016 (assuming the
Hedging of Access
Martin Marietta election of Mr. Wajsgras)
Stock
Robust ✓ Published Annual Sustainability Report
Clawback Stock
Policy Ownership
Requirements

6 2020 PROXY STATEMENT