2018 Guide to Effective Proxies

2.8 Election of directors | 139 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES WELLS FARGO Corporate Governance John D. Baker II Age: 69 Directorsince: January2009 OtherCurrentPublicCompany Directorships: FRPHoldings,Inc. Committees: Audit andExamination, Corporate Responsibility, Credit (Chair) Qualifications andExperience • Leadership,Governance,SuccessionPlanning. AstheCEOor chairmanoftwopubliccompaniesduringthepast20years, includingacompanyinvolvedinrealestateactivities,Mr.Baker bringsleadership,governance,andexecutivemanagement experiencetoourBoard. • StrategicPlanning,BusinessDevelopment,Business Operations. Mr.Bakerhasledorfoundedseveralpublicandprivate companiesdoingbusinessintheSoutheast,includingasthelead investorandsenioradvisorforaprivateequityfirm,andhis businessdevelopmentskillsanddeepknowledgeofthebusiness climateintheSoutheastprovideuniqueinsightintotheoperating environmentofsomeofourCompany’slargestbankingmarkets. • FinancialAcumen. Mr.Bakerhasextensivefinancial managementexpertisethathegainedasaCEOorchairmanand asapastmemberoftheauditcommitteesoftwootherpublic companies. • Legal,RiskManagement,andOtherCapabilities. Mr.Baker hasalawdegreefromtheUniversityofFloridaSchoolofLaw,and hisexperienceasalawyerandformermemberoftheboardofa largepublicutilitycompanyalsocontributeimportantrisk management,regulatoryoversight,andpublicpolicyskillstoour Board. Mr.BakerhasservedasExecutiveChairmansince October2010andchiefexecutiveofficersinceMarch 2017ofFRPHoldings,Inc.(formerlyPatriot TransportationHolding,Inc.),arealestatecompany locatedinJacksonville,Florida.HeservedasPresident andChiefExecutiveOfficerofPatriotfromFebruary 2008untilOctober2010.HeservedasPresidentfrom May1989,andChiefExecutiveOfficerfromFebruary 1996ofFloridaRockIndustries,Inc.,Jacksonville, FloridauntilNovember2007.Mr.Bakeralsocurrently servesasChairmanofPanaderoAggregatesHoldings, LLC,aconstructionaggregatescompanylocatedin Jacksonville,Florida,andasenioradvisorforBrinkmere CapitalPartners,LLC,aprivateequityfirm. Mr.BakerwasformerlyadirectorofTexasIndustries, Inc.andPatriotTransportationHolding,Inc. Celeste A. Clark Age: 64 Directorsince: January2018 OtherCurrentPublicCompany Directorships: TheHainCelestialGroup,Inc. Committees: Corporate Responsibility , Credit Qualifications andExperience • Leadership,Consumer,GlobalPerspective. Asaformer memberoftheglobalexecutivemanagementteamatKellogg Company,Dr.Clarkhasextensiveexecutivemanagementand consumerretailexperiencehavingledthedevelopmentand implementationofhealth,nutrition,andregulatoryscience initiativesandworkedacross180globalmarketstoensure consistencyinapproachandimplementationwithinregulatory guidelines. • ESG,CommunityAffairs,PublicPolicy. Shebringsinsightson socialresponsibilitymatterstoourBoardasatrusteeoftheW.K. KelloggFoundation,oneofthelargestphilanthropicfoundationsin theU.S.,aformerSr.VPofGlobalPublicPolicyandExternal RelationsandChiefSustainabilityOfficeratKellogg,andPresident oftheKelloggCompany25-yearEmployees’Fund,Inc. • CorporateGovernance. Dr.Clark’sexperienceastheformer chairofthegovernanceandnominatingcommitteesof AdvancePierreFoodsandAAAMichigan(travel,roadservice,and insurancebusiness)contributeimportantcorporategovernance, riskmanagement,andcorporatestrategyinsightstoourBoard. • SheholdsaBachelorofSciencedegreefromSouthernUniversity, aMasterofSciencefromIowaStateUniversity,andaPh.D.from MichiganStateUniversity,andisanadjunctprofessoratMichigan StateUniversity. Dr.ClarkhasservedasaprincipalofAbrahamClark Consulting,LLC,BattleCreek,Michigan(healthand regulatorypolicyconsultingfirm)since2011.She wasSr.VPofGlobalPublicPolicyandExternal Relationsfrom2010andChiefSustainabilityOfficer from2008ofKelloggCompany,BattleCreek, Michigan,(foodmanufacturingcompany)until2011. Dr.ClarkwasformerlyadirectorofAdvancePierre FoodsHoldings,Inc.,DiamondFoods,Inc.,Mead JohnsonNutritionCompany,andOmegaProtein Corporation. Financial Services Industry Accounting, Financial Reporting Risk Management Human Capital Management Information Security, Cybersecurity, Technology Strategic Planning,Business Development, BusinessOperations Consumer, Marketing, Digital Corporate Governance, Management Succession Planning Environmental, Social, and Governance (ESG), CommunityAffairs Government, Public Policy, Regulatory Global Perspective, International Legal WellsFargo&Company 2018ProxyStatement 27 Total of 06 pages in section WEYERHAEUSER COMPANY ITEM 1. ELECTION OF DIRECTORS NOMINEES FOR ELECTION MARK A. EMMERT Age: 65 Director Since: 2008 Biographical Information: Mark A. Emmert has been the president of the National Collegiate Athletic Association since 2010. He served as president of the University of Washington in Seattle, Washington, from 2004 to 2010; as chancellor of Louisiana State University from 1999 to 2004; and chancellor and provost of the University of Connecticut from 1994 to 1999. Prior to 1994, he was provost and vice president for Academic Affairs at Montana State University and held faculty and administrative positions at the University of Colorado. He also is a director of Expeditors International of Washington, Inc. (global logistics services). He previously served on the board of directors of Omnicare, Inc. (healthcare services) until 2015. Qualifications: Mr. Emmert is a Life Member of the Council on Foreign Relations and is a Fellow of the National Academy of Public Administration. He has also been a Fulbright Fellow, a Fellow of the American Council on Education and served on many non-profit boards. He is an experienced leader of major organizations, with strong skills in government and international relations, strategic planning and public company executive compensation. RICK R. HOLLEY Age: 66 Director Since: 2016 Biographical Information: Rick R. Holley was the president and chief executive officer of Plum Creek from 1994 to 2013 and continued to serve as chief executive officer until February 2016. From 1989 to 1994, Mr. Holley served as Plum Creek’s chief financial officer. He previously served on the board of directors of Avista Corporation (electric and natural gas utility) until 2014 and as a director and chairman of the board of Plum Creek (timber) until February 2016. Qualifications: Mr. Holley, one of the longest tenured chief executive officers in the timber industry, has a deep and broad understanding of the company’s industry and business lines, as well as experience in strategic planning and finance. SARA GROOTWASSINK LEWIS Age: 50 Director Since: 2016 Biographical Information: Sara Grootwassink Lewis founded, and is the chief executive officer of, Lewis Corporate Advisors (capital markets advisory firm). From 2002 to 2009, she was chief financial officer of Washington Real Estate Investment Trust Company (equity real estate investment trust). Ms. Grootwassink Lewis also serves on the board of directors of PS Business Parks, Inc. (commercial real estate), and Sun Life Financial Inc. (global financial services). She previously served on the board of directors of CapitalSource, Inc. (commercial lending) from 2004 until its acquisition in 2014, Plum Creek (timber) until February 2016 and Adamas Pharmaceuticals, Inc. (specialty pharmaceuticals) until June 2016. Qualifications: Ms. Grootwassink Lewis is a member of the board of trustees of The Brookings Institution and the leadership board of the United States Chamber of Commerce Center for Capital Markets Competitiveness, and a former member of the Public Company Accounting Oversight Board Standing Advisory Group from 2015-2017. Ms. Grootwassink Lewis has extensive executive, financial and real estate industry experience, having served as a senior executive of a publicly traded REIT as well as service on several public company boards. Ms. Grootwassink Lewis also holds a chartered financial analyst designation. 14 WEYERHAEUSERCOMPANY Total of 04 pages in section XCEL ENERGY ProposalNo.1 Nominees RichardK.Davis Age60 Director since 2006 ExecutiveChairman, U.S.Bancorp PublicCompany Directorships •U.S.Bancorp (2006 topresent) •TheDowChemicalCompany (2015 topresent) DirectorQualificationsandExperience: Mr.Davis’executiveexperienceinthehighlyregulatedbankingindustryprovidestheBoardwithvaluable leadershipskills,strategicinsight,andcommercialacumen.Hisextensivefinancialexpertiseisvaluablein ourcapital-intensiveindustryandhisbackgroundindeliveringstrongresultsforacomplexfinancialinstitution bringsvaluableskillstotheBoard.Mr.Davisalsoservesasadirectorofseveralnonprofitandeducational institutionsinthecommunitiesthatweserve,bringinganenhancedawarenessofourstakeholderbasethat isvaluabletoourbusiness.Mr.DavispreviouslyservedasLeadIndependentDirectorforfouryears. BusinessExperience: • ExecutiveChairman,U.S.Bancorp,amulti-statefinancialholdingcompany(April2017toApril2018) • Chairman,U.S.Bancorp(2007toApril2017)andCEO(2006toApril2017) • President,U.S.Bancorp(2006toJanuary2016) Committees: • GCN(Chair) • Finance BenFowke Age 59 Director since 2009 Chairmanof theBoard, President andCEO,Xcel Energy Inc. PublicCompany Directorships •None DirectorQualificationsandExperience: Withalonganddistinguishedcareerintheutilityindustry,Mr.Fowkeprovidesthestrategicfocusand leadershipneededtopositiontheCompanywellforthefuture.HavingservedastheCompany’sChief FinancialOfficer,hehasastrongbackgroundinfinance,financialreporting,andshareholderoutreach.His extensiveexperienceinenvironmentalissues,operations,andtheenergybusinessmakesMr.Fowkekeenly familiarwiththeriskswefaceandprovidesuniqueinsightintoeffectivemanagementofthoserisksthathas deliveredstrongresultsoverthelongterm.Histenureandinvolvementintheutilityindustryprovides significantexpertiseonregulatoryandpolicyissuesthatarecentraltoourbusiness,andheisactivein representingandadvocatingfortheindustryonimportantnationalissuessuchassecurityandtaxreform. Withhisserviceasadirectorofnonprofitinstitutionsandutilityindustryorganizations,heprovidesgood understandingofnotonlytheopportunitiesandchallengesofourbusiness,butalsothecustomersand communitiesweserve. BusinessExperience: • ChairmanoftheBoardandCEO,XcelEnergyInc.(2011topresent) • President,XcelEnergyInc.(2009topresent) • ChiefOperatingOfficer,XcelEnergyInc.(August2009toAugust2011) • VariousExecutivePositionswithXcelEnergyInc.since2002 Committees: • None 2018 XcelEnergyProxyStatement | 19 RichardK.DavisAge60Directorsince2006ExecutiveChairman,U.S.BancorpPublicCompanyDirectorshipsU.S.Bancorp(2006topresent)TheDowChemicalCompany(2015topresent)BenFowkeAge59Directorsince2009ChairmanoftheBoard,PresidentandCEO,XcelEnergyInc.PublicCompanyDirectorshipsNone Total of 04 pages in section YUM! BRANDS, INC. GOVERNANCEOFTHECOMPANY Director Biographies PagetL.Alves Paget L. Alves served as Chief Sales Officer of Sprint Corporation, a wireless and wireline communications services provider, from January 2012 to September2013 after serving as President of that company’s Business Markets Group since 2009. Mr. Alves currently serves on the boards of directorsofInternationalGameTechnologyPLC,SynchronyFinancial,andArielInvestmentsLLC. SPECIFICQUALIFICATIONS,EXPERIENCE,SKILLS ANDEXPERTISE: Mr. Alves brings to the Board significant corporate leadership, global business, finance, brand management, and technology experience, drawing from his various executive roles at large companies, including his service as the Chief Sales Officer of a large wireless and wireline communications company. Mr. Alves also provides the Board with the benefits of his significant experienceinpubliccompanydirectorshipandcommitteemembership. • IndependentofCompany Age63 Directorsince2016 FormerChiefSales OfficerofSprint Corporation Michael J.Cavanagh Age52 Directorsince2012 SeniorExecutive VicePresidentand ChiefFinancial OfficerComcast Corporation Michael J. Cavanagh is Senior Executive Vice President and Chief Financial Officer of Comcast Corporation, a global media and technology company. He has held this position since July 2015. From July 2014 to May 2015 he served as Co-President and Co-Chief Operating Officer for The Carlyle Group, a global investment firm, and he was also a member of the Executive Group and Management Committee of The Carlyle Group. Prior to this, Mr. Cavanagh was the Co-Chief Executive Officer of the Corporate & Investment Bank of JPMorgan Chase & Co. from 2012 until 2014.From2010to2012,hewastheChiefExecutiveOfficerofJPMorganChase&Co.’sTreasury& Securities Services business, one of the world’s largest cash management providers and a leading global custodian. From 2004 to 2010, Mr. Cavanagh was Chief Financial Officer of JPMorgan Chase&Co. SPECIFICQUALIFICATIONS,EXPERIENCE,SKILLS ANDEXPERTISE: As Senior Executive Vice President and Chief Financial Officer of a global media and technology company, Mr. Cavanagh brings significant experience to our Board in the areas of corporate leadership, global business, operations and technology. In addition, Mr. Cavanagh provides the Board with the benefits of his significant experience and expertise in finance, having served as Chief Operating Officer of a global investment firm and as Chief Financial Officer of a global media and technologycompany. • IndependentofCompany 10 YUM!BRANDS,INC. -2018ProxyStatement ProxyStatement Total of 06 pages in section