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2026 Proxy Statement
175 Years of Excellence
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's Qualifications
Our Director Nominees' Average Tenure and Age and Representation
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
Board Oversight of AI
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 and 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 Practices and Pay Principles
Section 3: Compensation Programs
Section 4: Compensation Determination Process
Section 5: 2025 Compensation Decisions and Outcomes
Section 6: Compensation Policies and Practices
Section 7: Report of the Compensation and Benefits Committee
2025 Compensation Tables
Equity Compensation Plans
Pay Ratio
Pay Versus Performance
Shareholder Proposals
Item 4: Shareholder Proposal Requesting a Report on Coverage of Transgender Healthcare Treatments for Minors
Item 5: Shareholder Proposal Regarding Political Bias Risk Oversight
Additional Information
Stock Ownership Information
- Delinquent Section 16(a) Reports
Other Information
- Attending the Virtual Annual Meeting and Webcast
- Notice of Business to Come Before the Meeting
- Additional Voting Information
- Multiple Shareholders Sharing the Same Address
- 2027 Annual Meeting Information
- Availability of 2025 Annual Report
Annex A - Information Regarding Non-GAAP Financial Measures
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2026 Proxy Statement
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2026 Proxy Statement
175 Years of Excellence
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's Qualifications
Our Director Nominees' Average Tenure and Age and Representation
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
Board Oversight of AI
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 and 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 Practices and Pay Principles
Section 3: Compensation Programs
Section 4: Compensation Determination Process
Section 5: 2025 Compensation Decisions and Outcomes
Section 6: Compensation Policies and Practices
Section 7: Report of the Compensation and Benefits Committee
2025 Compensation Tables
Equity Compensation Plans
Pay Ratio
Pay Versus Performance
Shareholder Proposals
Item 4: Shareholder Proposal Requesting a Report on Coverage of Transgender Healthcare Treatments for Minors
Item 5: Shareholder Proposal Regarding Political Bias Risk Oversight
Additional Information
Stock Ownership Information
- Delinquent Section 16(a) Reports
Other Information
- Attending the Virtual Annual Meeting and Webcast
- Notice of Business to Come Before the Meeting
- Additional Voting Information
- Multiple Shareholders Sharing the Same Address
- 2027 Annual Meeting Information
- Availability of 2025 Annual Report
Annex A - Information Regarding Non-GAAP Financial Measures
2026 Proxy Statement
2026 Proxy Statement
175 Years of Excellence
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's Qualifications
Our Director Nominees' Average Tenure and Age and Representation
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
Board Oversight of AI
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 and 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 Practices and Pay Principles
Section 3: Compensation Programs
Section 4: Compensation Determination Process
Section 5: 2025 Compensation Decisions and Outcomes
Section 6: Compensation Policies and Practices
Section 7: Report of the Compensation and Benefits Committee
2025 Compensation Tables
Equity Compensation Plans
Pay Ratio
Pay Versus Performance
Shareholder Proposals
Shareholder Proposals
Item 4: Shareholder Proposal Requesting a Report on Coverage of Transgender Healthcare Treatments for Minors
Item 5: Shareholder Proposal Regarding Political Bias Risk Oversight
Additional Information
Additional Information
Stock Ownership Information
- Delinquent Section 16(a) Reports
Other Information
- Attending the Virtual Annual Meeting and Webcast
- Notice of Business to Come Before the Meeting
- Additional Voting Information
- Multiple Shareholders Sharing the Same Address
- 2027 Annual Meeting Information
- Availability of 2025 Annual Report
Annex A - Information Regarding Non-GAAP Financial Measures
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