2018 Guide to Effective Proxies

2.8 Election of directors | 123 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES AMERICAN TOWER CORPORATION PROPOSAL1ELECTIONOFDIRECTORS RelevantinformationabouteachDirectornomineeappearsbelow. James D. Taiclet, Jr. Chairman,President&CEO AmericanTowerCorporation DirectorSince November2003 • ChairmanoftheBoard(February 2004-present) Age 57 Career Mr.TaicletisAmericanTowerCorporation’s Chairman,PresidentandChiefExecutive Officer.HewasappointedPresidentand ChiefOperatingOfficerinSeptember2001; namedChiefExecutiveOfficerinOctober 2003;andselectedasChairmanofthe BoardinFebruary2004.Beforejoining AmericanTowerhewasPresidentof HoneywellAerospaceServices,aunitof HoneywellInternational;VicePresidentof EngineServicesatPratt&Whitney,aunitof UnitedTechnologiesCorporation;anda consultantatMcKinsey&Company, specializingintelecommunicationsand aerospacestrategyandoperations.He beganhiscareerasaU.S.AirForceofficer andpilot. Qualifications • Effectiveleadershipandexecutiveexperience, includingasourChairman,Presidentand CEO • Operational,internationalandstrategic experiencewithgloballarge-capcompanies • NamedtotheU.S.-IndiaCEOForumbythe U.S.DepartmentofCommercein2015 OtherPublicCompanyBoards • LockheedMartinCorporation(December 2017–present) OtherPositions • Member,theCouncilonForeignRelations • Member,ExecutiveBoard,National AssociationofRealEstateInvestmentTrusts (Nareit) • Member,BusinessRoundtable • Member,CommercialClubofBoston • Member,DigitalCommunicationsGovernors CommunityoftheWorldEconomicForum (Davos) • Trustee,BrighamandWomen’sHealthcare, Inc.(Boston,Massachusetts) • Member,AdvisoryCouncilforthePrinceton UniversityWoodrowWilsonSchoolofPublic andInternationalAffairs AMERICANTOWERCORPORATION 2018PROXYSTATEMENT 65 Total of 06 pages in section AMERICAN WATER WORKS COMPANY Director Nominees We haveprovidedbelowa biographicalinformation summary for eachof our eightdirector nominees. Committee information has beenprovidedas of the date of this proxy statement, andas of April19, 2018, the date the Audit, FinanceandRiskandSETOCommittees are effective. Jeffrey N. Edwards IndependentDirector Age: 57 Director Since: 2018 Committees: As of April 19, 2018: Audit, FinanceandRisk SETO Other Current Public Company Boards: Š RaymondJames Financial,Inc., a diversifiedfinancialservices holdingcompany, since2014 Past Public Company Boards: Š TheNASDAQStock Market, Inc., 2004to 2006 Business Experience: Š ChiefOperating Officer, NewVernonCapital,since2009 Š Variousseniorexecutivepositionsover 22 years at Merrill Lynch& Co., including: E ViceChairman, from 2007to 2009 E ChiefFinancialOfficer, from 2005to 2007 E Headof Origination,Americas, from 2004to 2005 E Headof GlobalCapitalMarkets, from 2003to 2004 E Co-Headof GlobalEquity, from 2001to 2003 Other Positions: Š Director, Medusind,Inc., since2012 Š Chairman, Boardof Trustees, ThePingrySchool Education: Š Bachelorof Science,withHonors, Haverford College Š Master inBusinessAdministration,TheHarvard BusinessSchool Experience and Qualifications to Serve on the Board: Š Mr. Edwards’current executiveleadershippositionwithan investment advisoryfirm demonstrates focus on growth and strategic planning. Š Longstandingexecutiveexperiencewitha leadingglobalcapital markets andfinancialservices firm providesMr. Edwardswitha substantiveunderstandingof many issuesconfronting our business, includingcapitalmarkets needs, strategic planning,growth opportunitiesanda variety of operationalmatters. 16 American Water | 2018Proxy Statement Total of 08 pages in section APPLIED MATERIALS, INC. PROPOSAL1—ELECTIONOFDIRECTORS PROXY STATEMENT PROPOSAL 1—ELECTION OF DIRECTORS Nominees Applied’s Board of Directors is elected each year at the Annual Meeting of Shareholders. Applied currently has ten directors. Upon the recommendation of the Corporate Governance and Nominating Committee, the Board has nominated the ten individuals listed below for election at the Annual Meeting, each of whom currently serves as a director of Applied. These nominees bring a wide variety of relevant skills, professional experience and backgrounds, as well as diverse viewpoints and perspectives to represent the long- terminterestsofshareholders,andtofulfilltheleadershipand oversightresponsibilitiesoftheBoard. If any nominee listed below becomes unable to stand for election at the Annual Meeting, the persons named as proxies may vote for any person designated by the Board to replace the nominee. Alternatively, the proxies may vote for the remaining nominees and leave a vacancy that the Board mayfilllater,ortheBoardmayreducetheauthorizednumber ofdirectors.AsofthedateofthisProxyStatement,theBoard is not aware of any nominee who is unable or will decline to serveasadirector. Each director elected at the Annual Meeting will serve until Applied’s 2019 Annual Meeting of Shareholders and until he or she is succeeded by another qualified director who has been elected, or, if earlier, until his or her death, resignation orremoval. ✓ THEBOARDRECOMMENDSTHATYOUVOTE FOR EACHOFTHEFOLLOWINGDIRECTORNOMINEES Judy Bruner ExecutiveVicePresident,AdministrationandChief FinancialOfficer,SanDiskCorporation(retired) IndependentDirector Directorsince2016 Age59 BoardCommittees: CorporateGovernanceandNominating(Chair) Audit OtherCurrentPublicBoards: Rapid7,Inc. SeagateTechnologyplc VarianMedicalSystems KeyQualificationsandExpertise: Š Executiveleadershipandmanagement experience Š Accountingprinciples,financialcontrols, financialreportingrulesandregulations,and auditprocedures Š Globalbusiness,industryandoperational experience Š Riskmanagementandcontrols Š Publiccompanyboardexperience Judy Bruner served as Executive Vice President, Administration and Chief Financial Officer of SanDisk Corporation, a supplier of flash storage products, from June 2004 until its acquisition by Western Digital in May 2016. Previously, she was Senior Vice President and Chief Financial Officer of Palm, Inc., a provider of handheld computing and communications solutions, from September 1999 until June 2004. Prior to Palm, Inc., Ms. Bruner held financial management positions at 3Com Corporation, Ridge Computers and Hewlett-Packard Company. She currently serves as a member of the boards of directors of Rapid7, Inc., Seagate Technology plc and Varian Medical Systems, Inc. Ms. Bruner is a member of the board of trustees of the Computer History Museum, and previously served as a member of the board of directors of Brocade Communications Systems, Inc., from 2009 until its acquisition in November2017. AppliedMaterials,Inc. 1 Total of 06 pages in section AQUA AMERICA, INC. NOMINEESFORELECTIONATTHE2018ANNUALMEETING CAROLYNJ.BURKE E XECUTIVE VP,S TRATEGY ,D YNEGY ,I NC . A GE :50 D IRECTORSINCE 2016 M EMBER ,A UDIT C OMMITTEE M EMBER ,E XECUTIVE C OMPENSATION C OMMITTEE Biography : Ms. Burke has served as Executive Vice President, Strategy at Dynegy, Inc. (“Dynegy”) since October 2016. In this role, she leads Dynegy’s strategic planning activities and is responsible for its clean technology strategy. Since October 2014, she has also served as Chief Integration Officer with overall responsibility for integration management, most recently integrating Dynegy’s acquisition of ENGIE’s US fossil portfolio. From July 2015 through October 2016, Ms. Burke served as Executive Vice President, Business Operations and Systems at Dynegy with overall responsibility for Procurement, Safety, Environmental, Information Technology, Construction & Engineering, Outage Services and PRIDE-Dynegy’s signature continuous margin and process improvement program. From August 2011 to October 2014, Ms.Burkeserved as Dynegy’s Chief Administrative Officer over corporate functions including Communications, Human Resources, Information Technology, Investor Relations and Regulatory Affairs. Prior to joining Dynegy, Ms. Burke served as Global Controller for JP Morgan’s Global Commodities business. She was also NRG Energy, Inc.’s Vice President&CorporateControllerfrom2006to2008andExecutiveDirectorofPlanningandAnalysisfrom2004 to 2006. Early in her career, she held various key financial roles at Yale University, the University of Pennsylvania and at Atlantic Richfield Company. Ms. Burke graduated from Wellesley College with a BA in EconomicsandPoliticalScienceandearnedherMBAatTheUniversityChicagoBoothSchoolofBusiness. Qualifications: Ms. Burke has over 20 years of experience in various roles within the energy and infrastructure industry with responsibilities ranging from accounting and finance, to information technology and human resourcestooperationsandenvironmentalcompliance.TheBoardofDirectorsviewsMs.Burke’sindependence, her broad experience in finance and operations, and her leadership roles within the industry as important qualifications, skills and experience that support the Board of Directors’ conclusion that Ms. Burke should serve asadirectoroftheCompany. NICHOLASDEBENEDICTIS C HAIRMAN E MERITUS ,A QUA A MERICA ,I NC . A GE :72 D IRECTORSINCE 1992 M EMBER ,R ISK M ITIGATIONAND I NVESTMENT P OLICY C OMMITTEE Biography: Mr. DeBenedictis is Chairman Emeritus, of the Board, having retired as Chief Executive Officer of the Company in 2015 and as non-executive Chairman of the Board in 2017. Mr. DeBenedictis was Chief Executive Officer from 1992 until 2015 and Chairman of the Board from 1993 until 2017. Between April 1989 and June 1992, he served as Senior Vice President for Corporate Affairs of PECO Energy Company (an Exelon 3 Total of 05 pages in section