Table of Contents
1
71
SCHN 2017 Proxy Statement
Notice of Annual Meeting of Shareholders
4
Table of Contents
5
Proxy Summary
6
Proxy Statement
14
Questions and Answers about these Proxy Materials and Voting
14
Voting Securities and Principal Shareholders
18
Section 16(a) Beneficial Ownership Reporting Compliance
19
Certain Transactions
19
Proxy Voting Matters
20
Proposal No. 1 - Election of Directors
20
Proposal 2 – Advisory Resolution on Executive Compensation
63
Proposal 3 – Advisory Vote on Frequency of Executive Compensation Advisory Vote
65
Proposal 4 – Ratification of Selection of Independent Registered Public Accounting Firm
66
Compensation Discussion and Analysis
32
Overview
32
Shareholder Outreach
32
Linkage to Company Performance
33
Summary of Executive Compensation Program
34
Executive Compensation Process
37
Elements of Compensation
41
CEO Letters to Shareholders
3
Corporate Governance
24
Board Committees and Responsibilities
25
Director Compensation
30
Compensation Committee Report
53
Compensation of Executive Officers
54
Audit Committee Report
68
Shareholder Proposals for 2019 Annual Meeting
70
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