Table of Contents I 51

AKAO 2018 Proxy Statement

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS I
TABLE OF CONTENTS III
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

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