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2026 Proxy Statement
Our Mission
Notice of 2026 Annual Meeting of Shareholders
Message from Our Independent Board Chair
Table of Contents
Proxy Summary
- Voting Recommendations of the Board
- Director Nominees
- Governance Highlights
- Executive Compensation Highlights
- Spotlight on Culture Transformation
Election of Directors
Item 1 - Election of Directors
- Director Qualification Criteria
- Board Refreshment
- Director Nominees
Corporate Governance
Leadership Structure
Director Independence
Shareholder Engagement
Board Committees
Meeting Attendance
Key Areas of Board Oversight
- Safety and Quality
- Risk
- Human Capital Management
- Cybersecurity
- Environmental Risks/Sustainability
- Political Advocacy
Outside the Boardroom
Board and Director Evaluations
Director Retirement Policy
Communication with the Board
Codes of Conduct
Related-Person Transactions
Executive Compensation
Compensation of Directors
- Components of Director Compensation
- Director Stock Ownership Requirements
- Independent Compensation Consultant
Item 2 - Approve, on an Advisory Basis, Named Executive Officer Compensation
Compensation Committee Report
Compensation Discussion and Analysis
- Executive Summary
- Determination of Executive Compensation
- 2025 Executive Compensation Structure
- Early 2026 Changes to Our Program
- Other Program Features and Policies
- Compensation Committee Interlocks and Insider Participation
- Compensation and Risk
Compensation of Executive Officers
- Summary Compensation Table
- 2025 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2025 Fiscal Year-End
- Option Exercises and Stock Vested
- 2025 Pension Benefits
- 2025 Nonqualified Deferred Compensation
- Potential Payments upon Termination
- Pay Ratio
- Pay Versus Performance
Independent Auditor
Item 3 - Ratify the Appointment of Independent Auditor
- Independent Auditor Fees
- Audit Committee Report
Stock Ownership
Stock Ownership Information
- Directors, Director Nominees and Executive Officers
- Principal Shareholders
Shareholder Proposals
Item 4 - Board Committee on Disability Access
Item 5 - Action by Written Consent
Additional Information
Annual Meeting Information
- Attending the Virtual Annual Meeting
- Frequently Asked Questions
- 2027 Annual Meeting
Additional Information
Appendix A: Reconciliation of Non-GAAP Financial Measures
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2026 Proxy Statement
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2026 Proxy Statement
Our Mission
Notice of 2026 Annual Meeting of Shareholders
Message from Our Independent Board Chair
Table of Contents
Proxy Summary
- Voting Recommendations of the Board
- Director Nominees
- Governance Highlights
- Executive Compensation Highlights
- Spotlight on Culture Transformation
Election of Directors
Item 1 - Election of Directors
- Director Qualification Criteria
- Board Refreshment
- Director Nominees
Corporate Governance
Leadership Structure
Director Independence
Shareholder Engagement
Board Committees
Meeting Attendance
Key Areas of Board Oversight
- Safety and Quality
- Risk
- Human Capital Management
- Cybersecurity
- Environmental Risks/Sustainability
- Political Advocacy
Outside the Boardroom
Board and Director Evaluations
Director Retirement Policy
Communication with the Board
Codes of Conduct
Related-Person Transactions
Executive Compensation
Compensation of Directors
- Components of Director Compensation
- Director Stock Ownership Requirements
- Independent Compensation Consultant
Item 2 - Approve, on an Advisory Basis, Named Executive Officer Compensation
Compensation Committee Report
Compensation Discussion and Analysis
- Executive Summary
- Determination of Executive Compensation
- 2025 Executive Compensation Structure
- Early 2026 Changes to Our Program
- Other Program Features and Policies
- Compensation Committee Interlocks and Insider Participation
- Compensation and Risk
Compensation of Executive Officers
- Summary Compensation Table
- 2025 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2025 Fiscal Year-End
- Option Exercises and Stock Vested
- 2025 Pension Benefits
- 2025 Nonqualified Deferred Compensation
- Potential Payments upon Termination
- Pay Ratio
- Pay Versus Performance
Independent Auditor
Item 3 - Ratify the Appointment of Independent Auditor
- Independent Auditor Fees
- Audit Committee Report
Stock Ownership
Stock Ownership Information
- Directors, Director Nominees and Executive Officers
- Principal Shareholders
Shareholder Proposals
Item 4 - Board Committee on Disability Access
Item 5 - Action by Written Consent
Additional Information
Annual Meeting Information
- Attending the Virtual Annual Meeting
- Frequently Asked Questions
- 2027 Annual Meeting
Additional Information
Appendix A: Reconciliation of Non-GAAP Financial Measures
2026 Proxy Statement
2026 Proxy Statement
Our Mission
Notice of 2026 Annual Meeting of Shareholders
Message from Our Independent Board Chair
Table of Contents
Proxy Summary
- Voting Recommendations of the Board
- Director Nominees
- Governance Highlights
- Executive Compensation Highlights
- Spotlight on Culture Transformation
Election of Directors
Election of Directors
Item 1 - Election of Directors
- Director Qualification Criteria
- Board Refreshment
- Director Nominees
Corporate Governance
Corporate Governance
Leadership Structure
Director Independence
Shareholder Engagement
Board Committees
Meeting Attendance
Key Areas of Board Oversight
- Safety and Quality
- Risk
- Human Capital Management
- Cybersecurity
- Environmental Risks/Sustainability
- Political Advocacy
Outside the Boardroom
Board and Director Evaluations
Director Retirement Policy
Communication with the Board
Codes of Conduct
Related-Person Transactions
Executive Compensation
Executive Compensation
Compensation of Directors
- Components of Director Compensation
- Director Stock Ownership Requirements
- Independent Compensation Consultant
Item 2 - Approve, on an Advisory Basis, Named Executive Officer Compensation
Compensation Committee Report
Compensation Discussion and Analysis
- Executive Summary
- Determination of Executive Compensation
- 2025 Executive Compensation Structure
- Early 2026 Changes to Our Program
- Other Program Features and Policies
- Compensation Committee Interlocks and Insider Participation
- Compensation and Risk
Compensation of Executive Officers
- Summary Compensation Table
- 2025 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2025 Fiscal Year-End
- Option Exercises and Stock Vested
- 2025 Pension Benefits
- 2025 Nonqualified Deferred Compensation
- Potential Payments upon Termination
- Pay Ratio
- Pay Versus Performance
Independent Auditor
Independent Auditor
Item 3 - Ratify the Appointment of Independent Auditor
- Independent Auditor Fees
- Audit Committee Report
Stock Ownership
Stock Ownership
Stock Ownership Information
- Directors, Director Nominees and Executive Officers
- Principal Shareholders
Shareholder Proposals
Shareholder Proposals
Item 4 - Board Committee on Disability Access
Item 5 - Action by Written Consent
Additional Information
Additional Information
Annual Meeting Information
- Attending the Virtual Annual Meeting
- Frequently Asked Questions
- 2027 Annual Meeting
Additional Information
Appendix A: Reconciliation of Non-GAAP Financial Measures
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