Table of Contents 1 73

ACHN 2018 Proxy Statement

NOTIC OF ANNUAL MEETING OF STOCKHOLDERS 1
TABLE OF CONTENTS 2
INFORMATION CONCERNING SOLICITATION AND VOTING 3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 8
PROPOSAL 1—ELECTION OF DIRECTORS 11
Nominees Whose Terms Expire in 2018 (Class III Directors) 11
Directors Whose Terms Expire in 2019 (Class I Directors) 12
Directors Whose Terms Expire in 2020 (Class II Directors) 14
Board Recommendation 15
PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION 16
Board Recommendation 16
PROPOSAL 3—APPROVAL OF AMENDMENT AND RESTATEMENT OF OUR 2015 STOCK INCENTIVE PLAN 17
Board Recommendation 27
PROPOSAL 4—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 28
Board Recommendation 28
CORPORATE GOVERNANCE 29
General 29
Corporate Governance Guidelines 29
Board of Directors Determination of Independence 29
Director Nomination Process 30
Board of Directors Leadership Structure 30
Board of Directors Role in Risk Oversight 31
Board of Directors Meetings and Attendance 32
Board of Directors Committees 32
Communicating with the Directors 34
Code of Business Conduct and Ethics 35
INFORMATION ABOUT EXECUTIVE AND DIRECTOR COMPENSATION 36
Compensation Discussion and Analysis 36
Compensation Committee Report 46
Executive Compensation 47
Securities Authorized for Issuance Under Our Equity Incentive Plans 54
Compensation of Directors 54
Compensation Committee Interlocks and Insider Participation 57
OTHER MATTERS 58
Audit Committee Report 58
Fees of Independent Registered Public Accounting Firm 59
Certain Relationships and Related Transactions 59
Section 16(a) Beneficial Ownership Reporting Compliance 61

RkJQdWJsaXNoZXIy NTIzOTM0