|
2020 PROXY STATEMENT
|
CORPORATE GOVERNANCE
|
Board of Directors Nominations
The Nominating and Corporate Governance Committee considers various criteria in evaluating Board of Directors candidates, including: business experience, board of
directors experience, skills, expertise, education, professions, backgrounds, diversity, personal and professional integrity, character, business judgment, business philosophy, time availability in light of other commitments, dedication, conflicts
of interest, and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board of Directors. In considering diversity, the Nominating and Corporate Governance
Committee evaluates candidates with a broad range of expertise, experience, skills, professions, education, backgrounds and other board of directors experience. While the Nominating and Corporate Governance Committee does not have a formal policy
with respect to diversity, it considers diversity of race, gender and ethnicity as important factors in identifying directors who will bring diverse viewpoints, opinions and areas of expertise that will benefit the Board of Directors as a whole. To
further demonstrate its commitment to seeking diversity of race, gender and ethnicity in its consideration of director candidates, the Nominating and Corporate Governance Committee added these important factors to its charter in August 2019 as
criteria to be considered in identifying and evaluating director candidates. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria in evaluating prospective nominees.
The Nominating and Corporate Governance Committee also considers whether a potential nominee would satisfy the NYSEs criteria for director
independence, the NYSEs accounting or related financial management expertise standard and the SECs definition of audit committee financial expert.
Whenever a vacancy or potential vacancy exists on the Board of Directors due to expansion of the size of the Board of Directors or the resignation or retirement of an
existing director, the Nominating and Corporate Governance Committee begins its process of identifying and evaluating potential director nominees. The Nominating and Corporate Governance Committee considers recommendations of members of the Board of
Directors, management, stockholders and others. The Nominating and Corporate Governance Committee has sole authority to retain and terminate any search firm to be used to identify director candidates, including approving its fees and other retention
terms.
The Nominating and Corporate Governance Committee conducted an evaluation and assessment of each director whose term expires in 2020 for purposes of
determining whether to recommend them for nomination for re-election to the Board of Directors. After reviewing the assessment results, the Nominating and Corporate Governance Committee determined to make a
recommendation to the Board of Directors that Howard M. Berk, Daniel J. Brestle, Caroline W. Nahas, Gilbert T. Ray, Larry A. Kay, Douglas M. Pasquale and Susan M. Collyns be nominated for re-election to the
Board of Directors. The Board of Directors reviewed and accepted the Nominating and Corporate Governance Committees recommendation and has nominated Howard M. Berk, Daniel J. Brestle, Caroline W. Nahas, Gilbert T. Ray, Larry A. Kay, Douglas M.
Pasquale and Susan M. Collyns for re-election to the Board of Directors.
Stockholder Nominations
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders and will apply the same standards in considering director
candidates recommended by stockholders that it applies to other candidates. Stockholders wishing to recommend director candidates for consideration by the Nominating and Corporate Governance Committee may do so by writing to the Secretary, giving
the recommended nominees name, biographical data and qualifications, accompanied by the written consent of the recommended nominee to serve if elected. Any stockholder who wishes to directly nominate a director candidate to stand for election
at a meeting of stockholders must provide written notice that is timely and in proper form in accordance with the advance notice procedures provided in the Corporations Bylaws.
Environmental, Social and Governance Highlights
In executing on the Corporations strategic priorities, we recognize our responsibility to drive long-term stockholder value through ethical business practices that
make sense for our business, our guests and our communities. Pursuant to its charter, our Nominating and Corporate Governance Committee has the responsibility to review and oversee the Corporations actions on issues related to corporate social
responsibility, sustainability, philanthropy and other matters associated with the Corporations participation as a global corporate citizen. Our corporate social responsibility efforts are organized into the following categories: supporting
our neighborhoods, caring for the environment and valuing our team members.
|
|
|
14
|
|
|