2018 Guide to Effective Proxies

2.13 CEO succesion | 201 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES NASDAQ, INC. NIELSEN HOLDINGS PLC PSEG STARBUCKS CORPORATION Notice of 2018 AnnualMeeting of Stockholders and Proxy Statement 26 Additionally, theBoard annually discusses and approves the company’s budget and capital requests,which are linked toNasdaq’s long-term strategic plans and priorities. Through these processes, theBoard brings its collective, independent judgment to bear on themost critical long-term strategic issues facingNasdaq. BOARD REFRESHMENT TheNominating&Governance Committee regularly oversees and plans for director succession and refreshment of theBoard to ensure amix of skills, experience, tenure and diversity that promotes and supports the company’s long-term strategy. In doing so, the Nominating&Governance Committee takes into consideration the corporate strategy and the overall needs, composition and size of theBoard, aswell as the criteria adopted by theBoard regarding director qualifications. Since January2017, three new directors have joined theBoard:MelissaM.Arnoldi,Adena T. Friedman and JohnD.Rainey. The average age of these new directors is47 years old, and all three are senior executives at public companies.All three also arefirst-time directors of a public company. In addition, theBoard has nominated JacobWallenberg,who is the Chairman of the Board of InvestorAB andwho has significant experience as a director of publicly traded companies, for election to theBoard at the2018AnnualMeeting. SUCCESSION PLANNING FOR NASDAQ LEADERSHIP TheBoard is committed to positioningNasdaq for further growth through ongoing talent management, succession planning and the deepening of our leadership bench. In this regard, formally on an annual basis and informally throughout the year in Executive Session, theNominating&Governance Committee, theManagement Compensation Committee, theBoard and thePresident and CEO review the succession planning and leadership development program, including a short-term and long-term succession plan for development, retention and replacement of senior officers. TheBoard has a formal process for reviewing internal succession candidates through regular interaction during Boardmeetings and strategy presentations, individualmeetings between directors and potential internal candidates and internal and external feedback from a variety of sources, includingmeetingwith stockholders. In addition, thePresident and CEO prepares, and the Board reviews, a short-term succession plan that delineates a temporary delegation of authority to certain officers of the company, if all or a portion of the senior officers should unexpectedly become unable to perform their duties. In conjunctionwith the annual report of the succession plan, thePresident and CEO also reports onNasdaq’s program for seniormanagement leadership development. RISK OVERSIGHT TheBoard's role in risk oversight is consistentwith the company’s leadership structure, withmanagement having day-to-day responsibility for assessing andmanaging the company’s risk exposure and theBoard having ultimate responsibility for overseeing risk managementwith a focus on themost significant risks facing the company. TheBoard is assisted inmeeting this responsibility by severalBoard Committees as described below under “Board Committees.” Furthermore, directorsmeet on a regular basis, both TheNominating&Governance Committee regularly oversees and plans for director succession and refreshment of theBoard to ensure amix of skills, experience, tenure and diversity that promotes and supports the company’s long- term strategy. 1 ISS Governance QuickScore Best PossibleScore on a scale of 1 to 10 THEBOARDOFDIRECTORSANDCERTAINGOVERNANCEMATTERS EXECUTIVE SUCCESSION PLANNING OneoftheBoard’sprimary responsibilitiesistoensurethat Nielsenhastheappropriatetalent toaccomplishourbusiness strategiestodayandinthefuture. TheBoardplansforCEO successionbyestablishing selectioncriteriaandidentifying andevaluatingpotentialinternal candidates. TheBoard regularlyobserves membersof seniormanagement andhighpotential leaders ina varietyof formaland informal settings includingBoardmeetings, visits toourofficesanddirector education seminars. TheNominationandCorporate GovernanceCommitteeoversees seniormanagement succession planningand facilitatesperiodic Boardexecutive sessiondiscussions regarding thequalificationsand attributesofmembersof senior managementandassessmentsof theirpotential for senior managementpositions. TheBoard regularlydiscusses successionplanningwith theCEO anddiscussesdevelopmentplans for potential successors. TheCompensationCommittee oversees talentmanagement processes, including strategies for recruitment,development, advancementand retention.The Boardannually conductsadetailed reviewof theseprocesses. RegularDiscussionandContinuous Development EXECUTIVE SESSIONS PursuanttoourCorporateGovernanceGuidelines,toensurefreeandopendiscussionandcommunication,our independentdirectorsmeetinexecutivesession,withnomembersofmanagementpresent,ateveryregularly scheduledBoardmeeting.OurChairpersonleadsthesemeetingswhichenableourindependentdirectorsto discussmatterssuchasstrategy,CEOandseniormanagementperformanceandcompensation,succession planningandboardcompositionandeffectiveness.During2017,ourindependentdirectorsmetsixtimesin executivesession. COMMITTEE CHARTERS AND CORPORATE GOVERNANCE GUIDELINES OurcommitmenttocorporategovernanceisreflectedinourCorporateGovernanceGuidelines,whichdescribethe Board’sviewsonawiderangeofgovernancetopics.TheseCorporateGovernanceGuidelinesarereviewedfrom timetotimebytheBoardtoensurethattheyeffectivelycomplywithallapplicablelaws,regulationsandstock exchangerequirements,inadditiontoourarticlesofassociation.Additionally,theBoardhasadoptedawritten charterforeachoftheAuditCommittee,theCompensationCommitteeandtheNominationandCorporate GovernanceCommittee.OurCorporateGovernanceGuidelines,ourcommitteechartersandothercorporate governanceinformationareavailableonourwebsiteat www.nielsen.com/investors underGovernanceDocuments. 2018PROXYSTATEMENT 20 CORPORATEGOVERNANCE FormoreinformationabouttheCompensationCommittee’sactivities, see“CompensationDiscussionandAnalysis”and“Compensation CommitteeReport.” CompensationConsultantIndependence InfurtheranceofmaintainingtheindependenceoftheCompensation Committee’scompensationconsultant,theCommitteehasthesole authoritytoretain,terminateandobtaintheadviceofF.W.Cook(atthe Company’sexpense).Further,asdiscussedabove,theCompensation Committee’scompensationconsultantwillnotperformanyservicesfor Starbucksmanagementunlessapprovedinadvancebythe Committee. InconnectionwithitsengagementofF.W.Cook,theCompensation CommitteeconsideredvariousfactorsbearinguponF.W.Cook’s independenceincluding,butnotlimitedto,theamountoffeesreceived byF.W.CookfromStarbucksasapercentageofF.W.Cook’stotal revenue,F.W.Cook’spoliciesandproceduresdesignedtoprevent conflictsofinterest,andtheexistenceofanybusinessorpersonal relationshipthatcouldimpactF.W.Cook’sindependence.After reviewingtheseandotherfactors,theCompensationCommittee determinedthatF.W.Cookwasindependentandthatitsengagement didnotpresentanyconflictsofinterest.F.W.Cookalsodetermined thatitwasindependentfrommanagementandconfirmedthisina writtenstatementdeliveredtothechairoftheCompensation Committee. CompensationCommitteeInterlocksandInsiderParticipation Messrs.Nadella,Shennan,Teruel,UllmanandMs.Brewer,Ms.Dillon, andMs.ShihservedontheCompensationCommitteeduringfiscal 2017.AsstatedaboveMr.Shennanceasedmembershiponthe CompensationCommitteeuponhisretirementfromtheboardand Ms.BrewerceasedmembershipontheCompensationCommitteeprior toherappointmentasgrouppresident,Americasandchiefoperating officer.Duringfiscal2017,noneofourexecutiveofficersservedonthe CompensationCommittee(oritsequivalent)orboardofdirectorsof anotherentitywhereoneofourCompensationCommitteemembers wasanexecutiveofficer. SuccessionPlanning SeniorManagementSuccessionPlanning InlightofthecriticalimportanceofexecutiveleadershiptoStarbucks success,wehaveanannualsuccessionplanningprocess.This processisenterprisewideformanagersuptoandincludingourchief executiveofficer. Ourboardofdirectors’involvementinourannualsuccessionplanning processisoutlinedinourCorporateGovernancePrinciplesand Practices(the“Principles”).ThePrinciplesprovidethateachyear,the chairoftheCompensationCommittee,togetherwiththepresidentand chiefexecutiveofficer,willreviewsuccessionplanswiththeboard,and providetheboardwitharecommendationastosuccessionintheevent ofeachseniorofficer’sterminationofemploymentwithStarbucksfor anyreason(includingdeathordisability). OurCompensationCommittee,pursuanttoitscharter,annually reviewsanddiscusseswiththepanelofindependentdirectorsofthe boardtheperformanceoftheexecutiveofficersandseniorofficersof theCompanyandthesuccessionplansforeachsuchofficer’sposition includingrecommendationsandevaluationsofpotentialsuccessorsto fillthesepositions.TheCompensationCommitteealsoconductsan annualreviewof,andprovidesapprovalfor,ourmanagement developmentandsuccessionplanningpracticesandstrategies. ceoSuccessionPlanning Ourceoprovidesanannualreviewtotheboardofdirectorsassessing themembersoftheSeniorLeadershipTeamandtheirpotentialto succeedhim.Thisreview,whichisdevelopedinconsultationwithour chiefpartnerofficer,andthechairofourCompensationCommittee, includesadiscussionaboutdevelopmentplansfortheCompany’s executiveofficersandseniorofficerstohelppreparethemforfuture successionandcontingencyplansintheeventofourceo’stermination ofemploymentwithStarbucksforanyreason(includingdeathor disability)aswellasourceo’srecommendationastohissuccessor. Thefullboardhastheprimaryresponsibilitytodevelopsuccession plansfortheceoposition. STARBUCKSCORPORATION 2018PROXYSTATEMENT / 17 CorporateGovernance PSEG2018ProxyStatement 13 Talent Management and Succession Planning Our business planning process includes key aspects ofworkforce development.We believe thatwe utilize a rigorous and disciplined process to evaluate talent and provide for succession planning in relation to our business objectives.This starts at the local level and continues through seniormanagement,with direct involvement of ourCEO andBoard.We periodically review our workforce challenges, progress on achieving our commitment to diversity and effectiveness of our organizational structure and staffing. TheBoard takes very seriously its responsibility to provide for an orderly process of successionwithin the ranks of our senior management.Periodically, theBoard reviewswith theCEO succession plans for key leadership positions and periodicallymeets with succession candidates to assure that highly qualified candidates are available, should the need arise to fill vacancies.The Board evaluates succession plans in the context of overall business strategy.Potential leaders are visible toBoardmembers through formal presentations and informal events to allow the directors to personally assess individuals.We seek tomaintain a continuity ofmanagement through appropriate recruitment and retentionmethods, includingmarket-based and performance- measured compensation and career advancement and training opportunities. Director Education and Board Evaluation New directors receive an orientation program andmaterials,which includes visits to some of our facilities and presentations by seniormanagement to familiarize themwith our strategic plans, operations, significant financial, accounting, regulatory and risk management issues, governance practices, compliance programs, including theStandards, principal officers and internal and independent auditors.Each year, theBoard is briefed and continuing education is provided to all directors on corporate governance trends and best practices and topics of importance to our business,whichmay include thematters noted above, as well as regular appraisals of new developments and requirements thatmay impact us and emerging trends facing us and our industry.TheBoard is also providedwith presentations andmaterials from consultants and experts.Directors are encouraged to take advantage of other relevant educational programs. TheBoard believes that a robust and constructive evaluation process is an important component of good corporate governance. TheBoard and each committee conduct an annual assessment process to evaluate the effectiveness of their processes and practices, includingBoard and committee performance,Board composition and culture,Boardmeetings and riskmanagement. Among the items considered are themonitoring and oversight of policies, evaluation of theCEO and senior officers, consideration of shareholder value, understanding of the business, access to information and resources and opportunity to inquire of, or challenge,management.The process includes a survey of the directors and discussions atBoard and committee meetings, as applicable. Meetings of the Board, Committees and Stockholders TheBoard holds regularly scheduledmeetings andmeets on other occasionswhen circumstances require.Board and committee meetings are usually scheduled over two days, beginning in the afternoon and ending in the afternoon of the following day.Each committee executes its responsibilities, as described below, and theBoard receives reports from the committeeChairs on the significantmatters considered and actions taken.ABoardmeeting typically focuses on the strategic andmore important issues facing us.Directors spend additional time preparing forBoard and committeemeetings they attend and they are called upon for counsel betweenmeetings. OurPrinciples provide that theBoardwillmeet at least six times each year and in executive sessionwithoutmanagement in attendance at everymeeting, unlesswaived by theBoard.When theBoardmeets in executive sessions, the LeadDirector presides. In addition, eachBoard committee, except theExecutiveCommittee,meets in executive session at each of its meetings, unlesswaived by the respective committee. Specialmeetings of theBoard ofDirectorsmay be called by theChairman of theBoard,CEO, or amajority of the directors by written request at any time.Specialmeetings of the stockholdersmay be called at any time by theBoard ofDirectors or by the CEO or upon thewritten request of the holders of amajority of the capital stock entitled to cast votes.