governance
Board of Directors

Size of Board

11 members

Number of Independent Directors

10

Separate Chair & CEO

No

Strong Lead Independent Director Yes

Annual Director Elections

Yes, beginning in 2016

Number of Board meetings held in 2015

6

Board is elected by majority of votes cast

Yes

Annual Board and Committee Evaluation

Yes

Each director serves on no more than four other public boards

Yes

Mandatory retirement age for directors

Yes

Directors are required to submit a resignation upon a substantive change in career

Yes

Board Committees

Audit Committee
Independent Audit Committee

Yes

Number of Financial Experts on Audit Committee

5 of 5

Number of Audit Committee meetings held in 2015

11

Audit Committee members serve on three or less public company audit committees

Yes

Compensation Committee
Independent Compensation Committee

Yes

Number of Compensation Committee meetings held in 2015

4

Corporate Governance and Nominating Committee
Independent Corporate Governance and Nominating Committee

Yes

Number of Corporate Governance and Nominating Committee meetings held in 2015

5

Finance Committee
Independent Finance Committee

Yes

Number of Finance Committee meetings held in 2015

10
Governance Polices and Practices
Corporate Governance Guidelines approved by the Board

Yes

Outside Directors hold meetings without management present

Yes, at every regularly scheduled meeting

 Proxy AccessYes, 3% / 3 years / greater of 20% or 2 directors; groups of 25 permitted
Supermajority voting provisions
Board eliminated 8 of 9 super majority provisions in 2014
 Poison PillNo
Stock Ownership guidelines for CEO  4 x Base Salary

Stock ownership guidelines for other Officers

2 x Base Salary

Stock ownership guidelines for Directors

5 x Annual Cash Retainer

Hedging and pledging by Executive Officers and Directors prohibited Yes
Clawback Policy  Yes

Corporate Compliance Program

Yes

Code of Ethics

Yes

Finance Code of Ethics

Yes

Disclosure Committee function for financial reporting practices

Yes

Updated: February 2016  

Stock Quote: NYSE

Price 76.77

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Volume 573,700

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52 Week High 85.42

Intraday Low 76.07

52 Week Low 54.27

Today's Open 76.40

Previous Close 76.77

Feb 22, 2017 05:00 PM Pricing delayed 20 minutes