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PART III
Pursuant to General Instruction G to Form 10-K, Items 10 through 14 are incorporated by reference from the
Company's definitive Notice and Proxy Statement relating to the Company's 2017 Annual Meeting of Shareholders, which
will be filed with the Securities and Exchange Commission on or about March 17, 2017, pursuant to Regulation 14A under
the Exchange Act. The Audit Committee Report and Compensation Committee Report to be included in such proxy
statement shall be deemed to be furnished in this report and shall not be incorporated by reference into any filing under
the Securities Act of 1933 as a result of such furnishing in Items 10 and 11, respectively.
165
Refer to the Information Contained in the Proxy
Statement under Captions (filed electronically)
ITEM 10.
DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE
Executive Officers -
see Part I, Item 1 herein
1. Election of Directors; Section 16(a) Beneficial
Ownership Reporting Compliance; Audit and Risk
Committee; Audit and Risk Committee Report; Director
Nominating Process; and Code of Business Conduct
and Ethics
ITEM 11.
EXECUTIVE COMPENSATION
Director Compensation; Compensation Committee;
Compensation Committee Report; Compensation
Discussion and Analysis; 2016 Summary Compensation
Table; 2016 Grants of Plan-Based Awards; 2016
Outstanding Equity Awards at Fiscal Year-End; 2016
Option Exercises and Stock Vested; Pension Benefits;
Nonqualified Deferred Compensation; Potential
Payments Upon Termination or Change-In-Control; and
Compensation Committee Interlocks and Insider
Participation
ITEM 12.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
Principal Shareholders; Election of Directors (Proposal
1); Security Ownership of Management; and Equity
Compensation Plan Information
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Related Person Transactions; and Director
Independence
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND
SERVICES
Ratification of Appointment of Independent Registered
Public Accounting Firm (Proposal 3); and Audit and Risk
Committee