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We believe that our dividend should be competitive, reliable and sustainable. Background Current and past five years Mary E. In alignment with our pay for performance philosophy, it represents the smallest portion of Annual TDC. Salazar is a Partner at WilmerHale, a full service business law firm, a position he has held since June At least annually the Board seeks input from each of its members with respect to the current composition of the Board in light of changes in our current and future business strategies, as well as our operating environment, as a means to identify any backgrounds or skill sets that may be helpful in maintaining or improving alignment between Board composition and our business. Real Estate Real estate acquisitions and dispositions or property management experience.

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Real estate acquisitions and dispositions or property management experience. All members of each Committee are independent directors.

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We are a large ysz company committed to disciplined financial and risk management, legal and regulatory compliance and accurate disclosure. No Poison Pill We do not have a poison pill. Grant award levels based on individual contributions to business outcomes, yes future contributions, historical grant amounts, retention considerations and market data. Mandatory Post-Exercise Holding Period — The shares received upon exercise, net of exercise costs and taxes, are subject to a one-year post-exercise holding period, even if this period extends beyond termination of employment.

plaz Non-equity incentive plan compensation 5. Mulligan when we did not meet the minimum performance condition under m for fiscaldue to the discontinuation of Canadian operations. Equity used to meet stock ownership guidelines. Total shares beneficially owned 2. We operate a large network of stores and distribution centers. Value of LTI awarded at grant and grant timing shift. How we determine amount.

Thank you for your continued support. At our June annual meeting of shareholders, shareholders approved our Say on Pay proposal in support of our executive compensation program by Transaction of any other business properly plsza before the Annual Meeting or any adjournment.

Fiscal STIP payout. Election and nomination process. The CEO payout was reduced by 28 percentage points of base salary. Monitor the overall level of investments. Shares issuable within 60 days 1. The filing indicates that as of December 31,BlackRock had sole voting power for 37, shares, shared voting power for 0 shares, sole dispositive power for 44, shares and shared dispositive power for 0 shares.

Actual amounts represent a week accounting year.

Change in Market Share. Stock options exercisable within 60 days.

We also maintain supplemental pension plans for those team members who are subject to IRS limits on the basic pension plan or whose pensions are adversely impacted by participating in our deferred compensation plan. Corporate governance highlights 7.

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Other public company boards Douglas M. Lozano was based on experience as a principal financial officer, principal plxza officer, 3yy, public accountant or auditor, or actively supervising a person holding one of those positions. The calculation of our Annual TDC is described on page The following considerations provide the framework for determining Committee composition and leadership:. Compensation of other executive officers and role of management.

Anti-hedging and anti-pledging policies. Commi ttee membe rs Ms. Annual Election of Directors.