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TABLE OF CONTENTS
Notice of Annual Meeting of Shareholders 1 Proxy Summary 2 Solicitation and Revocation of Proxy 5 Proposal 1 — Election of Directors 8 Corporate Governance 14 Board and Committees 18 Director Compensation 23 Principal Shareholders; Security Ownership of Management 26 Section 16(a) Beneficial Ownership Reporting Compliance 26 Compensation Discussion and Analysis 27 Compensation Committee Report 43 2015 Summary Compensation Table 44 2015 Grants of Plan-Based Awards 47 2015 Outstanding Equity Awards at Fiscal Year-End 48 2015 Option Exercises and Stock Vested 50 Pension Benefits 50 Nonqualified Deferred Compensation 53 Potential Payments Upon Termination or Change in Control 54 Equity Compensation Plan Information 58 Proposal 2 — Advisory Vote on Executive Compensation 58 Related Person Transactions 59 Audit and Risk Committee Report 60 Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm 61 Other Matters 62