Investor Relations tab and is available in print to any stockholder who submits a request in writing to the Secretary of the Company. The charter meets the requirements of the listing standards
adopted by the New York Stock Exchange.
The Corporate Governance and Nominating Committee identifies nominees to serve as a director of
the Company through a combination of suggestions made by independent search firms, directors and stockholders. The Corporate Governance and Nominating Committee will consider director nominees for next years Annual Meeting recommended by
stockholders which are submitted in writing, complete with biographical and business experience information regarding the nominee, to the Secretary of the Company by September 19, 2018. Candidates for directors are evaluated based on their
independence, character, judgment, diversity of experience, financial and/or business acumen, ability to represent and act on behalf of all stockholders, and the needs of the Board. The Corporate Governance and Nominating Committee does not have a
formal policy on diversity with regard to consideration of director nominees, but the Corporate Governance and Nominating Committee considers diversity in its selection of nominees and seeks to have a Board that reflects a diverse range of views,
backgrounds and experience. The Corporate Governance and Nominating Committee uses the same criteria to evaluate its own nominees for director as it does for persons nominated by Company stockholders.
The Corporate Governance and Nominating Committee is currently comprised of Directors Walter (Chairman), Brunner, Christodolou and Jagodinski,
each of whom has been determined to be independent by the Board of Directors under the listing standards adopted by the New York Stock Exchange. Mr. Welsh served as a member of the Corporate Governance and Nominating Committee until Messrs.
Brunner and Jagodinski were appointed as members the Corporate Governance and Nominating Committee effective February 1, 2017. During fiscal 2017, the Corporate Governance and Nominating Committee held two meetings.
Related Party Transactions
The Board of Directors has adopted a written policy regarding the review, approval or ratification of related party transactions. Under the
policy, all such related party transactions must be
pre-approved
by the Audit Committee or ratified by the Audit Committee if
pre-approval
is impracticable. Under the
policy, certain transactions are excluded from the definition of related party transaction, including (i) transactions available to all employees generally, (ii) director and officer compensation approved by the Compensation Committee
and/or Board of Directors, as applicable, (iii) transactions in the ordinary course of the Companys business that are on substantially the same terms as those prevailing at the time for comparable products and services to unrelated third
parties, and (iv) certain transactions with other companies where the related partys only relationship is as an employee (other than an executive officer), director or beneficial owner of less than 5% of that companys shares, if the
aggregate amount involved during the fiscal year does not exceed the greater of $1,000,000 or 2% of that companys total annual revenues. In determining whether to approve or ratify a related party transaction, the Audit Committee will
consider, among other factors, whether the terms of the transaction are fair to the Company, whether the transaction would present an improper conflict of interest for any director, officer or other related party, or whether the transaction would
impair the independence of an outside director. Any Audit Committee member who has an interest in a transaction under discussion must abstain from voting on the proposed transaction.
Compensation Discussion and Analysis
Compensation Philosophy and Overview.
The overall goal of the Companys compensation policy is to maximize stockholder value
by attracting, retaining and motivating the executive officers who are critical to the Companys
long-term
success. The Boards Compensation Committee (the Committee) believes that
executive compensation should be designed to promote both the short-term and long-term economic goals of the Company. Accordingly, an important component of the Committees compensation philosophy is to closely align the financial interests of
the Companys executive officers with those of the Companys stockholders. The Board of Directors and the Committee take several measures to monitor this degree of alignment, which include
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