2018 Guide to Effective Proxies
2.2 Board/CEO letter | 43 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES STATE STREET CORPORATION TECH DATA CORPORATION TEGNA, INC. TENET HEALTHCARE CORPORATION Joseph L. Hooley Chairman and Chief Executive Officer Kennett F. Burnes Lead Director April5, 2018 DearShareholder: We cordially invite you to attend the 2018 annual meeting of shareholders of State Street Corporation. The meeting will be held at One Lincoln Street, 36 th Floor, Boston, Massachusetts, on May 16, 2018, at 9:00 a.m. Eastern Time. The proxystatementandannualmeetingprovideanimportantopportunityforustocommunicatewithyouasshareholders, and for you to communicate with us, on important topics such as our performance, corporate governance, the effectivenessoftheBoardofDirectorsandexecutivecompensation.Detailsregardingadmissiontothemeetingandthe businesstobeconductedaremorefullydescribedintheaccompanyingnoticeofannualmeetingandproxystatement. Whetherornotyouplantoattendthemeeting,pleasecarefullyreviewtheenclosedproxystatementandthencastyour vote. We urge you to vote regardless of the number of shares you hold. To be sure that your vote will be received in time,pleasecastyourvotebyyourchoiceofavailablemeansatyourearliestconvenience.Yourvoteisveryimportantto us. In 2017, we celebrated our 225 th anniversary—225 years since John Hancock signed into existence State Street’s ear- liest ancestor. Since that time, a lot has changed at State Street. We became the custodian for the first mutual fund, createdtheworld’sfirstexchangetradedfund,placedtheFearlessGirlstatueinthemiddleofNewYork’sfinancialdis- trict and expanded across countries and continents. What has remained constant is our ability to change and evolve to stayaheadofourclients’needsandindustrydemands,andthatiswhatdefinesourwayahead. In our most recent year, we achieved our financial targets and continued to generate strong shareholder returns. Rev- enue, fee revenue, earnings per share and return on average common equity all exceeded 2016 results. Our financial results reflect increased demand from clients, continued strength across our asset management and servicing busi- nessesandprudentexpensemanagement,aswellasgrowingglobalequitymarketsandrisinginterestrates.Inaddition to our positive financial performance, we continued to make substantial progress against our four strategic priorities of strengthening our foundation, delivering highly valued services and solutions to our clients, engaging our people and drivingourstrategy. Welookforwardtoseeingyouattheannualmeeting.YourcontinuedinterestinStateStreetisverymuchappreciated. Sincerely, PLEASE NOTE: If you plan to attend the meeting, please allow time for registrationandsecurityclearance.Youwillbe askedtopresentvalidpictureidentificationacceptabletooursecuritypersonnel,suchasadriver’slicenseorpassport.If yourStateStreetsharesareheldin“streetname”throughabroker,bankorothernominee,youshouldalsobringproofof beneficial ownership (for further details, see “Meeting Admission” in the attached Notice of State Street Corporation 2018 Annual Meeting of Shareholders ). For security purposes, you and your bags are subject to search prior to your admittancetothemeeting,andnocameras,recordingequipment,mobilephonesorotherelectronicdevices,largebags or packages are permitted in the meeting. Public fee-based parking is available at State Street’s headquarters at One LincolnStreet(entrancefromKingstonStreet).Otherpublicfee-basedparkingnearOneLincolnStreetisavailableatthe HyattHotel(entrancefromAvenuedeLaFayette).SouthStationistheclosestMBTAstationtoOneLincolnStreet. StateStreetCorporation OneLincolnStreet Boston,MA02111-2900 April 26, 2018 To our Shareholders: On behalf of the Board of Directors and management, you are cordially invited to attend the Tech Data Corporation Annual Meeting of Shareholders to be held June 6, 2018, at 3:00 p.m. Eastern Daylight Time, at our Corporate Headquarters, located at the Raymund Center, 5350 Tech Data Drive, Clearwater, Florida. The Notice of the Annual Meeting and proxy materials accompanying this letter describe the specific business to be acted upon. In addition to the proposals presented to shareholders, we will provide you an opportunity to address questions to members of the Company’s management. If you are unable to attend the meeting in person, you may listen to a webcast of the meeting that will be available on the Investor Relations section of the Company’s website at www.techdata.com/investor. An archive replay will be available for a period of 30 days following the meeting. Pursuant to rules and regulations adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy materials online. On or about April 26, 2018, we mailed to our shareholders a notice containing instructions on how to access our 2018 Proxy Statement and Annual Report and how to vote online. Your vote is very important. Whether or not you plan to attend the meeting in person, please take the time to cast your vote. You may vote online, by telephone, or by mail and in doing so, you will ensure your representation at the Annual Meeting. Following the Annual Meeting on June 6, Richard T. Hume, Executive Vice President, Chief Operating Officer, will become Tech Data’s next Chief Executive Officer. This transition is the result of a thorough and thoughtful long-term succession planning process undertaken by the Board of Directors over the past several years. In connection with this process, and in order to help ensure a smooth transition, I will remain on the Board as Executive Chairman. As Executive Chairman, I will be actively involved as a strategic advisor to Rich in addition to my governance and board oversight responsibilities. I am excited about my new role on the Board and look forward to continuing to work closely with Rich and the other directors in helping to shape the future of Tech Data. Thank you for your continued support of and investment in Tech Data Corporation. Sincerely, Robert M. Dutkowsky Chairman and Chief Executive Officer MESSAGE FROM OUR EXECUTIVE CHAIRMAN AND CHIEF EXECUTIVE OFFICER DearFellowShareholders: 2017wasayearofsignificanttransitionforTenet.Duringtheyear,wecontinuedtofocusonprovidinghigh-qualitycaretopatients,innovating tomeetthedemandsoftoday’shealthcaremarket,anddrivingoperationalandfinancialperformancetomaximizeshareholdervalue.Atthe sametime,itbecamenecessarytomakeanumberofchanges,includingattheseniormanagementlevel,totransformandmovethe Companyforward.IwasappointedExecutiveChairmanandChiefExecutiveOfficerinthefalland,sincethattime,wehavetakenswiftand decisiveactions: • Implemented enterprise-widecostreductioninitiatives expectedtorealize$125millionincostsavingsin2018and$250million ofannualizedrun-ratecostsavingsbytheendof2018; • Initiateda processtoexploreasaleofConiferHealthSolutions ;and • Announcedplansto divestnon-corehospitalassets thatareexpectedtoyieldover$1billionofproceeds. Atthesametime,wemadesignificantchangesfromaBoardandgovernancestandpoint.Wehaveastronghistoryofregularlyengagingwith ourshareholderstosolicitfeedbackandtakeactioninresponse.Basedonfeedbackreceivedfromshareholdersoverthepastseveral months,theBoard: • Implementeda specialmeetingright forshareholderscollectivelyowning25%ofouroutstandingshares; • ContinueditsongoingprocessofBoardrefreshment ,whichincludedtheappointmentofthreeindependentdirectorsin2017; and • Terminatedourshort-termNOLrightsplan aheadofitsscheduledexpirationatour2018annualmeeting. Inclosing,2017wasayearofsignificantprogressandchangeacrossmanyaspectsofourcompany.Aswelookforwardto2018,weare confidentwehavetherightstrategy,BoardandgovernanceinplacetogrowourbusinessandtopositionTenetforthefuture. Sincerely, RonaldA.Rittenmeyer ExecutiveChairmanandChiefExecutiveOfficer MARCH 12, 2018 Dear Shareholder: OnbehalfofyourBoardofDirectorsandmanagement,wecordiallyinviteyoutoattendtheAnnualMeetingofShareholderstobeheld onApril26,2018at10:00a.m.ETattheCompany’sheadquarterslocatedat7950JonesBranchDrive,McLean,Virginia22107. Atthismeeting,ourshareholderswillvoteonmatterssetforthintheaccompanyingNoticeofAnnualMeetingandProxyStatement.We alsowillprovideareportonourCompany,includinganupdateontheCompany’sperformanceasweapproachtheone-year anniversaryofthespin-offofCars.com,andentertainquestionsofgeneralinteresttoshareholders. 2017wasatrulytransformativeyearforourCompany—byspinningoffCars.comandconcludingourevaluationofstrategicalternatives forCareerBuilderbysellingamajorityownershipinteresttoagroupledbyinvestmentfundsmanagedbyaffiliatesofApolloGlobal Management,LLCandtheOntarioTeachers’PensionPlanBoard,wecompletedourtransformationintoapure-playmediacompany focusedonbeingabest-in-classoperator,transformingourcontent,salesandmarketingofferingsandgeneratingstrongcashflow. AtTEGNA,wecontinuetodeliverhighlyrelevantcontentandinformationtoconsumersacrossallplatforms.Asalways,ourfoundation remainsourlong-standingcommitmenttoprovideoutstandingjournalismacrossourstationstoservethegreatergoodofour communities. Weareproudofthesuccessfuleffortsmadebyourapproximately5,300employeesindrivingTEGNA’scontinuingtransformation, findingnewwaystoengageaudiencesintoday’smulti-platformenvironmentandenhancingouralignmentwiththeevolvingneedsof consumers,advertisersandmarketers. Thankyouforyourcontinuedsupport. Cordially, MarjorieMagner ChairmanoftheBoard DavidT.Lougee PresidentandChiefExecutiveOfficer 7950JonesBranchDrive,McLean,Virginia22107(703)873-6600
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