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Following our 2018 Annual Meeting, we reached out to our largest stockholders representing more than 75% of our outstanding shares of common
stock. We subsequently met with the holders of approximately 45% of our outstanding common stock to discuss our corporate governance program and executive compensation practices. Additionally, two
other large stockholders declined our request for a meeting, noting that there were no questions or concerns that would warrant a discussion.
stockholders that we spoke with were generally supportive of our corporate governance program and executive compensation practices. Specific topics discussed included our commitment
to diversity, safety and environmental stewardship. Information regarding our commitment to safety and environmental stewardship appears in the "Our Commitment to Safety and
Environmental Stewardship" section of this Proxy Statement. Also, with respect to gender diversity on our Board, we are pleased that Holly Keller Koeppel joined our Board in
February 2019 and will be standing for election at the Annual Meeting. A summary of Ms. Koeppel's background and qualifications appears in the "Directors Nominated for Election at the Annual
Meeting" section of this Proxy Statement.
our executive compensation program, we received positive feedback on the structure of both our annual and long-term incentive plans. Certain stockholders asked that our
Committee review our use of volume-weighted average price ("VWAP") as the sole metric under our long-term incentive plan. Our Committee and Board are appreciative of stockholder feedback and
considered changes to the VWAP metric in designing our 2018 long-term incentive plan, but ultimately determined, in consultation with our compensation consultant, that the current structure was the
appropriate way to align Company performance with long-term stockholder value. Our Committee and Board evaluate our annual and long-term incentive plans annually, including the use of specific metrics
The Committee believes that our named executive officers, together with our other executives who have an ability to influence the achievement of
our financial and operating objectives, should have a higher percentage of total compensation that is variable and, therefore, subject to greater risk. This provides closer alignment between those
executives' total compensation with the short- and long-term interests of stockholders and other stakeholders.
order to achieve the compensation objectives established by the Committee, the Company uses the following compensation elements:
- Base salary;
- Short-term incentive opportunities (the Annual Incentive Compensation Program);
- Long-term incentive opportunities (the Long-Term Incentive Program); and
- Certain other limited executive benefits.
general, as the position and amount of responsibility for an executive increase, a greater percentage of that executive's total compensation will be variable. Executives with the
highest level and amount of responsibility generally have the lowest percentage of their total compensation fixed as base salary and the highest percentage of their total compensation dependent upon
our performance, as reflected in short- or long-term incentive awards.