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2025 Proxy Statement
Framework for Winning
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Summary
Corporate Governance
Item 1: Election of Directors for a Term of One Year
Our Board's Composition
Our Board Experience and Demographics Matrix
Our Director Nominees
Ideal Director Nominee Attributes
Process for Identifying and Adding New Directors
Director Onboarding
Our Board Evaluation Process
Our Board Leadership Structure
Our Board's Primary Role and Responsibilities, Structure and Processes
How Our Board Oversees Our Annual Business Plan and Corporate Strategy
How Our Board Engages in Ongoing CEO and Key Executive Succession Planning
How Our Board Oversees Risk Management
Cybersecurity Risk Oversight and Management
Management Oversight of Risk
Our Board Committees
Our Corporate Governance Framework
Shareholder Engagement
Compensation of Directors
Director Stock Ownership
Director and Officer Liability Insurance
Certain Relationships and Transactions
Corporate Responsibility & Sustainability
Audit Committee Matters
Item 2: Ratification of Appointment of Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP Fees and Services
Report of the Audit and Compliance Committee
Executive Compensation
Item 3: Advisory Resolution to Approve Executive Compensation (Say-on-Pay)
Compensation Discussion and Analysis
Section 1: Executive Summary
Section 2: Compensation Governance and Pay Principles
Section 3: Compensation Programs
Section 4: Compensation Determination Process
Section 5: 2024 Compensation Decisions and Outcomes
Section 6: Compensation Policies and Practices
Section 7: Report of the Compensation and Benefits Committee
2024 Compensation Tables
Equity Compensation Plans
Pay Ratio
Pay versus Performance
Shareholder Proposals
Item 4: Shareholder Proposal Relating to DEI Goals in Executive Pay Incentives
Item 5: Shareholder Proposal Relating to Civil Liberties in Advertising Services
Additional Information
Stock Ownership Information
Other Information
- Attending the Virtual Annual Meeting of Shareholders and Webcast
- Notice of Business to Come Before the Meeting
- Additional Voting Information
- Multiple Shareholders Sharing the Same Address
- 2026 Annual Meeting of Shareholders Information
- Availability of 2024 Annual Report
Annex A - Information Regarding Non-GAAP Financial Measures
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2025 Proxy Statement
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2025 Proxy Statement
Framework for Winning
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Summary
Corporate Governance
Item 1: Election of Directors for a Term of One Year
Our Board's Composition
Our Board Experience and Demographics Matrix
Our Director Nominees
Ideal Director Nominee Attributes
Process for Identifying and Adding New Directors
Director Onboarding
Our Board Evaluation Process
Our Board Leadership Structure
Our Board's Primary Role and Responsibilities, Structure and Processes
How Our Board Oversees Our Annual Business Plan and Corporate Strategy
How Our Board Engages in Ongoing CEO and Key Executive Succession Planning
How Our Board Oversees Risk Management
Cybersecurity Risk Oversight and Management
Management Oversight of Risk
Our Board Committees
Our Corporate Governance Framework
Shareholder Engagement
Compensation of Directors
Director Stock Ownership
Director and Officer Liability Insurance
Certain Relationships and Transactions
Corporate Responsibility & Sustainability
Audit Committee Matters
Item 2: Ratification of Appointment of Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP Fees and Services
Report of the Audit and Compliance Committee
Executive Compensation
Item 3: Advisory Resolution to Approve Executive Compensation (Say-on-Pay)
Compensation Discussion and Analysis
Section 1: Executive Summary
Section 2: Compensation Governance and Pay Principles
Section 3: Compensation Programs
Section 4: Compensation Determination Process
Section 5: 2024 Compensation Decisions and Outcomes
Section 6: Compensation Policies and Practices
Section 7: Report of the Compensation and Benefits Committee
2024 Compensation Tables
Equity Compensation Plans
Pay Ratio
Pay versus Performance
Shareholder Proposals
Item 4: Shareholder Proposal Relating to DEI Goals in Executive Pay Incentives
Item 5: Shareholder Proposal Relating to Civil Liberties in Advertising Services
Additional Information
Stock Ownership Information
Other Information
- Attending the Virtual Annual Meeting of Shareholders and Webcast
- Notice of Business to Come Before the Meeting
- Additional Voting Information
- Multiple Shareholders Sharing the Same Address
- 2026 Annual Meeting of Shareholders Information
- Availability of 2024 Annual Report
Annex A - Information Regarding Non-GAAP Financial Measures
2025 Proxy Statement
2025 Proxy Statement
Framework for Winning
Notice of Annual Meeting of Shareholders
Table of Contents
Proxy Summary
Corporate Governance
Corporate Governance
Item 1: Election of Directors for a Term of One Year
Our Board's Composition
Our Board Experience and Demographics Matrix
Our Director Nominees
Ideal Director Nominee Attributes
Process for Identifying and Adding New Directors
Director Onboarding
Our Board Evaluation Process
Our Board Leadership Structure
Our Board's Primary Role and Responsibilities, Structure and Processes
How Our Board Oversees Our Annual Business Plan and Corporate Strategy
How Our Board Engages in Ongoing CEO and Key Executive Succession Planning
How Our Board Oversees Risk Management
Cybersecurity Risk Oversight and Management
Management Oversight of Risk
Our Board Committees
Our Corporate Governance Framework
Shareholder Engagement
Compensation of Directors
Director Stock Ownership
Director and Officer Liability Insurance
Certain Relationships and Transactions
Corporate Responsibility & Sustainability
Audit Committee Matters
Audit Committee Matters
Item 2: Ratification of Appointment of Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP Fees and Services
Report of the Audit and Compliance Committee
Executive Compensation
Executive Compensation
Item 3: Advisory Resolution to Approve Executive Compensation (Say-on-Pay)
Compensation Discussion and Analysis
Section 1: Executive Summary
Section 2: Compensation Governance and Pay Principles
Section 3: Compensation Programs
Section 4: Compensation Determination Process
Section 5: 2024 Compensation Decisions and Outcomes
Section 6: Compensation Policies and Practices
Section 7: Report of the Compensation and Benefits Committee
2024 Compensation Tables
Equity Compensation Plans
Pay Ratio
Pay versus Performance
Shareholder Proposals
Shareholder Proposals
Item 4: Shareholder Proposal Relating to DEI Goals in Executive Pay Incentives
Item 5: Shareholder Proposal Relating to Civil Liberties in Advertising Services
Additional Information
Additional Information
Stock Ownership Information
Other Information
- Attending the Virtual Annual Meeting of Shareholders and Webcast
- Notice of Business to Come Before the Meeting
- Additional Voting Information
- Multiple Shareholders Sharing the Same Address
- 2026 Annual Meeting of Shareholders Information
- Availability of 2024 Annual Report
Annex A - Information Regarding Non-GAAP Financial Measures
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