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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

9

Director Compensation

15

Security Ownership of Management

17

Section 16(a) Beneficial Ownership Reporting Compliance

17

Corporate Governance

18

Board and Committees

22

Compensation Discussion and Analysis

26

Compensation Committee Report

43

2014 Summary Compensation Table

44

2014 Grants of Plan-Based Awards

47

2014 Outstanding Equity Awards at Fiscal Year-End

48

2014 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 Pay-for-Performance Compensation

58

Related Person Transactions

59

Audit Committee Report

60

Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm

61

Other Matters

62