2018 Guide to Effective Proxies

2.2 Board/CEO Letter | 33 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES CIENA CORPORATION DARLING INGREDIENTS INC. DTE ENERGY COMPANY EBAY A Message from our Board of Directors DearFellowStockholders: In2017,wecelebratedthe25thanniversaryofthefoundingofCiena,markingasignificantmilestoneinourhistory.Webeganasa primarilyhardware-focusedcompanythatspecializedinasingletechnologywithaveryconcentratedcustomerbase.Today,wearea globalmarketleader,with#1or#2marketshareineverysegmentinwhichweparticipate.Wehaveadiverseportfolioacross systems,components,softwareandservices,andwesellintoabroadsetofgeographiesandcustomers,andacrossawiderangeof marketapplications.Andthebusinesswe’vebuiltisconsistentlydeliveringindustry-leadinggrowthandprofitabilitywitha strengtheningbalancesheetandmeaningfulcashgeneration.Fiscal2017wasthemostrecentevidenceofthistransformation. FISCAL2017PERFORMANCEHIGHLIGHTS ❖ Increasedannualrevenuefrom$2.6to$2.8billion ❖ Reducedadjustedoperatingexpenseasapercentageofrevenuefrom34.1%to33.2% ❖ Increasedadjustedoperatingmarginfrom11.4%to11.9% ❖ Reducedgrossdebt-to-EBITDAleverageratiofrom4.4xto2.8x ❖ Generated$235millionincashfromoperations ❖ Continuedoutstandingproductinnovation,includingtheintroductionsofourleadingWaveLogicAi coherentchipset,LiquidSpectrumsolutionandBluePlanetMCPdomaincontroller ❖ AchievedtworatingsagencyupgradesfromeachofMoody’sandStandard&Poor’s OurmanagementandourBoardcontinuetobelievestronglythatgoodcorporategovernanceandhighethicalstandardsareessential toCiena’ssuccess.In2017,wetookseveralmeaningfulstepstoimprovesuchpractices,including: • Weamendedourstockownershipguidelinesforourexecutiveofficersanddirectors,substantiallyincreasingtheminimum ownershiprequirementsandaddingaholdingrequirementuntiltherelevantminimumownershiplevelisachieved. • AspartofourongoingBoardrefreshment,weincreasedthesizeofourBoardtotendirectorsandappointedanewdirector, WilliamD.Fathers,tofillthenewlycreatedvacancy.Inaccordancewithourbylaws,Mr.Fatherswillstandforelectionatthe AnnualMeeting. • WemadechangestoBoardleadership,appointingPatrickT.GallaghertoserveasournewLeadIndependentDirectorand asChairofourGovernanceandNominationsCommittee. • Weamendedourbylawstoproactivelyadoptaproxyaccessbylaw,whichprovideseligiblestockholderstherightto nominatecandidatesforelectiontoourBoardandbeincludedinourproxystatement. • WeadoptedanewCodeofEthicsforDirectors,refreshedourPrinciplesofCorporateGovernance,andrevisedthecharters foreachofourstandingBoardCommittees. Aswelooktothefuture,weareverypleasedwiththematurityandstrengthofourbusinessandbelievewehaveastrongplatformfor continuedsuccess.InDecember2017,thisconfidenceallowedustosharewithstockholdersandthebroaderinvestmentcommunity keyelementsofourlong-termstrategy,includingourfutureexpectationsforthestrategicgrowthdriversofourbusinessandseveral longer-termfinancialtargetsagainstwhichtomeasureourperformance–includingwithrespecttorevenuegrowth,adjustedearnings persharegrowthandannualfreecashflowgeneration.Thisstrategyandapproachforourcontinuedgrowth,profitabilityandcash generationhasbeenreviewedwithandhasthefullsupportoftheBoardofDirectors.Inaddition,wehaverecentlytakenstepsto incorporatethereturnofcapitaltostockholdersaspartofourstrategy.Specifically,inAugust2017,wecompletedanexchangeoffer tomitigatethedilutionfromour2018convertiblenotesand,inDecember2017,theBoardauthorizeda$300millionsharerepurchase program–thefirstsuchprograminCiena’shistory. IencourageyoutoreadmoreaboutourBoardofDirectors,Ciena’scorporategovernancepracticesandourexecutivecompensation intheattachedproxystatement.ThankyouforyourcontinuedsupportofCienaandyourparticipationinthisyear’sAnnualMeeting. OnbehalfoftheBoardofDirectors, PatrickH.Nettles,Ph.D. ExecutiveChairmanoftheBoardofDirectors March 28, 2018 Dear Fellow Stockholders: I hope you will join us at the 2018 Annual Meeting of Stockholders of Darling Ingredients Inc. The attached Notice of Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business to be conducted. In 2017, we continued our practice of conducting a robust stockholder outreach and engagement process. In this regard, we routinely interact with stockholders throughout the year about execu- tive compensation and other matters. In addition, we continue to maintain our focus on key gover- nance practices that we understand are important to stockholders. Among other things, we continually focus on ensuring that the Board is composed of high-integrity, highly capable Directors to represent the long-term interests of stockholders. Refreshing our Board with new perspectives and new ideas is critical to a forward-looking and strategic Board. Ensuring diverse perspectives, including a mix of skills, experience and backgrounds, and healthy turnover are also key to repre- senting the interests of shareowners effectively. Notably, almost three-fourths of our directors have joined our Board in the past five years and we expanded our gender diversity representation on the Board in 2017. In fiscal 2017, we continued to execute on our strategy of deleveraging the company and growing in businesses and geographic areas where sustainable and predictable margins can be achieved. In this regard, we paid down $112.5 million in debt, completed bolt-on acquisitions of a rendering company and a used cooking oil collection company in the United States, completed major expan- sion projects at our rendering facility in Poland and our gelatin facility in Spain, continued work on major expansion projects at two of our rendering facilities in the United States, continued con- struction of a new digester facility in Belgium and a new blood processing facility in Germany, and began construction on a new rendering facility in the United States. In addition, construction con- tinued on the expansion of Diamond Green Diesel’s (DGD’s) production facility to increase annual production capacity from 160 million gallons of renewable diesel to 275 million gallons, with an anticipated completion date in the second quarter of 2018, and we began evaluating a project to further expand DGD’s annual production capacity to 550 million gallons. DGD is our joint venture with Valero Energy Corporation, that converts animal fats, recycled greases, used cooking oil, inedible corn oil, soybean oil, or other feedstocks that become economically and commercially via- ble into renewable diesel, a biomass-based fuel that is interchangeable with petroleum-based die- sel fuel but has a carbon lifecycle low enough to meet the most stringent low-carbon fuel standards. Thank you for your continued trust and for your investment in our business. Randall C. Stuewe Charles Macaluso ChairmanandCEO LeadDirector MessagefromtheCompensationCommittee MessagefromtheCompensationCommittee DeareBayStockholder, In2017,theCompanymadesolidprogressexecutingitsstrategyofdeliveringthebestchoice, mostrelevanceandmostpowerfulsellingplatformforbuyersandsellers.TheCompanyremained focusedonitsmostimportantstakeholders–itscustomers,stockholdersandemployees–asit accelerateditsproductinnovationtoimprovethecustomerexperienceanddeliveredstrong financialresults. Atthesametime,theleadershipteamcontinuedtofosteracultureweddedtotheCompany’s purposeofcreatingabetter,moresustainableformofcommerceandrootedinthecorevaluesof beinginventive,bold,courageous,diverseandinclusive.WeareproudoftheCompany’s continuedprogressinthisrespectasitpublisheditsfirstGlobalImpactsummaryandDiversity andInclusionreport. WeareverypleasedwiththeCompany’smomentumduringtheyear.WebelievetheCompany hassetthefoundationforcontinuinggrowthandisontherighttrajectory.Weareexcitedabout theopportunitytoimprovetheCompany’scustomerexperiencebyintermediatingpaymentson itsMarketplaceplatform. Inourexecutivecompensationprogram,weremaincommittedtoaperformance-based compensationprogramthatstronglysupportstheCompany’sbusinessobjectiveswhilealigning payforperformancewithstockholderinterests.WebelievethattheCompany’sexecutive compensationapproachcreatestheproperincentivesandrewardsforcreatinglong-termvalue forourstockholders.Importantly,withapproximately93%oftheCompany’sstockholders supportingeBay’sSayonPayvotelastyear,ourinvestorsletusknowthattheysupportour approachaswell. TheCompanycontinueditsregularpracticeofstockholderengagementandparticipatedin investordiscussionsduringthespringandfallof2017.Thisengagementprovidedusthe opportunitytodiscussourapproachtoexecutivecompensation,addresstimelythemesaround compensationandhearfeedbackfromasetofcriticalstakeholders. AstheCompensationCommitteeofyourBoardofDirectors,wewanttothankyouforbeing valuedstockholders,andwewelcomeyourfeedbackonour2017compensationprogramswhich aredetailedinthefollowingpages. EdwardW.Barnholt AnthonyJ.Bates BonnieS.Hammer KathleenC.Mitic PaulS.Pressler ThomasJ.Tierney 44 LETTER TO SHAREHOLDERS Dear Fellow Shareholders, We invite you to attend our company’s annual meeting of shareholders, which will be held on May 3, 2018 in Palm Beach, Florida. Please see page 77 for details on attending. 2017 was a year of great progress on many fronts for DTE Energy, driven by the energy and focus of our 10,000 dedicated employees.Their engagement earned our company its fifth consecutive Gallup Great WorkplaceAward, placing us in the top four percent worldwide. Our employees also delivered on our commitment to our customers. Our response to the historic storm in March 2017, along with process improvements in the way we serve our customers, propelled us to the top of JD Power’s rankings for gas and electric business customer satisfaction among our Midwest peers. We also had a landmark year in our operations. We achieved top decile reliability at our largest power plants and wind generation, and we made significant progress in our ongoing work to modernize our energy grid and gas distribution system while keeping our customers’bills affordable. In addition to delivering for our customers, we produced record results for you, our shareholders.After raising our earnings guidance twice during the year, we achieved record earnings of more than $1 billion. Our operational and financial strength enables us to plan for the long term; it also enables us to look beyond the walls of our company to the role we aspire to play in building healthy, strong and sustainable communities. In addition to donating over $50 million to charitable causes in 2017, DTE Energy is working to harness the economic engine of the private sector to the task of revitalizing our neighborhoods, strengthening our local economies, and preparing our youth to succeed in the workforce. Our commitment to our communities also extends to environmental sustainability. Our announcement in May 2017 of plans to step down our carbon emissions more than 80 percent by 2050 establishes DTE Energy as an industry leader without ever losing sight of our mission to provide safe, affordable and reliable energy to our customers. Thank you for your continued investment in DTE Energy. James B. Nicholson Gerard M.Anderson Lead Independent Director Chairman and Chief Executive Officer