AKAO 2018 Proxy Statement

TABLE OF CONTENTS IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 5, 2018 1 THE PROXY PROCESS AND STOCKHOLDER VOTING QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING 2 PROPOSAL NO. 1 Election of Directors 8 PROPOSAL NO. 2 Advisory Vote to Approve the Compensation of our Named Executive Officers 13 PROPOSAL NO. 3 Advisory Vote on the Frequency of Future Advisory Votes by Stockholders on the Compensation of our Named Executive Officers 14 PROPOSAL NO. 4 Ratification of Selection of Independent Registered Public Accounting Firm 15 Principal Accountant Fees and Services 15 Pre-Approval Policies and Procedures 15 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 16 CORPORATE GOVERNANCE 17 Code of Conduct 17 Corporate Governance Guidelines 17 Independence of the Board of Directors 17 Leadership Structure of the Board of Directors 17 Role of Board of Directors in Risk Oversight Process 18 Board Committees 18 Meetings of the Board of Directors, Board and Committee Member Attendance and Annual Meeting Attendance 21 Stockholder Communications with the Board of Directors 21 Compensation Committee Interlocks and Insider Participation 21 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 22 DIRECTOR COMPENSATION 23 EXECUTIVE OFFICERS 25 EXECUTIVE COMPENSATION 26 EXECUTIVE COMPENSATION TABLES 36 Option Exercises and Stock Vested in 2017 41 Pension Benefits and Nonqualified Deferred Compensation Plans 41 Estimated Payments Upon Termination or Change in Control 41 Equity Compensation Plan Information 44 INFORMATION ABOUT STOCK OWNERSHIP 47 Security Ownership of Certain Beneficial Owners and Management 47 Section 16(a) Beneficial Ownership Reporting Compliance 50 ADDITIONAL INFORMATION 51 Householding of Proxy Materials 51 Other Matters 51 Annual Reports 51