2018 Guide to Effective Proxies

All samples in this guide are publicly available documents from public companies we are privileged to call our clients. Donnelley Financial Solutions wishes to thank Equilar, Inc., a corporate governance and executive compensation data firm, for contributing certain disclosure examples for the Guide. About Equilar Equilar is the leading provider of board intelligence solutions. Companies of all sizes rely on Equilar for their most important boardroom decisions, including 70% of the Fortune 500 and institutional investors representing over $13 trillion in assets. Equilar offers data-driven solutions for board recruiting, executive compensation and shareholder engagement that bring together business leaders, institutional investors and advisors to drive exceptional results while ensuring sound corporate governance. The Equilar suite of solutions includes industry- leading board education symposiums, comprehensive custom research services and award-winning thought leadership. Founded in 2000, Equilar is cited regularly by Associated Press, Bloomberg , CNBC, The New York Times , The Wall Street Journal and other leading media outlets. Donnelley Financial Solutions wishes to thank Sullivan & Cromwell LLP for its assistance with certain content in the Guide. S&C is a law firm that provides the highest quality legal advice and representation to clients around the world. About Sullivan & Cromwell LLP The results the Firm achieves have set it apart for more than 130 years and have become a model for the modern practice of law. Today, S&C is a leader in each of its core practice areas and in each of its geographic markets. S&C comprises more than 875 lawyers who serve clients around the world through a network of 12 offices, located in leading financial centers in Asia, Australia, Europe and the United States. The Firm is headquartered in New York. 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES

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