2018 Annual Meeting of Stockholders

Meeting Information

Date

Date and Time

Wednesday, May 23, 2018
at 10:00 a.m., ET
Date

Place

The Lodge Conference Center at Callaway Gardens,
4500 Southern Pine Drive, Pine Mountain, Georgia 31822

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2018 Proxy Statement

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2017 Annual Report

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Items of Business

Stockholders are being asked to vote on four agenda items at the 2018 annual meeting. 

Item Vote Recommendation Rationale Further Information (Proxy Statement Page)
1. Elect 15 Directors FOR each Director nominee
  • Each nominee holds or has held senior executive positions, maintains the highest degree of integrity and ethical standards and complements the needs of the Company.

  • Through their positions, responsibilities, skills and perspectives, which span various industries and organizations, these nominees represent a Board of Directors that is diverse and possesses appropriate collective knowledge and experience.

14
2. Conduct an advisory vote to approve executive compensation, often referred to as a Say on Pay FOR
  • We believe our compensation program provides the appropriate mix of fixed and at-risk compensation. Our short- and long-term performance-based compensation program ties pay to Company performance, rewards achievement of financial and operational goals and relative total shareholder return (TSR), encourages individual performance that is in line with our long-term strategy, is aligned with stockholder interests and remains competitive with our industry peers.

  • Over the past year, we engaged with stockholders and listened to what they had to say. Based on this feedback, thoughtful consideration by the Compensation and Management Succession Committee and consultation with its independent compensation consultant, the Compensation and Management Succession Committee applied discretion to reduce 2017 incentive payouts to the CEO and certain members of senior management to ensure pay is aligned with financial performance.

87
3. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2018 FOR
  • The Audit Committee has appointed Deloitte & Touche as our independent registered public accounting firm for 2018.

  • This appointment is being submitted to stockholders for ratification.

88
4. Consider a stockholder proposal, if properly presented at the meeting AGAINST
  • We have been advised that a stockholder proposal is intended to be submitted at the annual meeting.

93

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