Table of Contents
Conflicts of Interest
The Company's Code of Business Conduct reflects the Company's policy that all of the Company's
employees, including the Company's named executive officers and directors must avoid any activity that creates, or may create, a conflict of interest that might interfere with the proper performance
of their duties or that might be hostile, adverse or competitive with the Company's business. In addition, each of the Company's directors and executive officers is encouraged to notify the Company's
Board when confronted with any situation that may be perceived as a conflict of interest, even if the person does not believe that the situation would violate the Company's Code of Business Conduct or
Corporate Governance Guidelines. The Board will then determine, after
consultation with counsel, whether a conflict of interest exists. Directors who have a material personal interest in a particular issue may not vote on any matters with respect to that issue.
Compensation Committee Interlocks and Insider Participation
James N. Chapman, Patrick J. Bartels, Jr. and Scott D. Vogel each served on the Personnel and Compensation Committee during 2018. None of the
directors who served on the Personnel and Compensation Committee during 2018 has been an officer or employee of the Company. None of the Company's executive officers has served on the board of
directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of the Company's Board or Personnel and
Compensation Committee. See "Transactions with Related Persons" below for certain transactions involving Mr. Bartels.
Nomination Process for Election of Directors
The Nominating and Corporate Governance Committee has responsibility for assessing the need for new directors to address specific requirements
or to fill a vacancy. All candidates must meet the requirements specified in the Company's Corporate Governance Guidelines. Candidates who meet those
requirements and otherwise qualify for membership on the Company's Board are identified, and the committee initiates contact with preferred candidates. The committee regularly reports to the Board on
the progress of the committee's efforts. The committee meets to consider and approve final candidates who are then presented to the Board for consideration and approval. The Company's chairman or the
chairman of the Nominating and Corporate Governance Committee may extend an invitation to join the Board.
recommendations must be submitted in writing to Robert G. Jones, the Company's Secretary, and must include information regarding nominees required under the Company's Bylaws.
Individuals properly recommended by stockholders will receive the same consideration received by individuals identified to the Nominating and Corporate Governance Committee through other means.
Company's Bylaws include a proxy access provision that allows stockholders who meet the requirements set forth in the Bylaws to include a specified number of director nominees in the
Company's proxy materials.
Communicating with the Board of Directors
The Company's Board has established procedures intended to facilitate communication by stockholders and interested parties directly with the
Board as a whole, any of the Company's Board committees,
the chairman of the Board, and any other individual director or group of directors, including the Company's non-employee directors as a whole. Such communications may be confidential or anonymous, and
may be reported by phone to