Facts at a Glance

• The Board of Directors met 7 times in 2016. 
• Each Director attended at least 75% of the total number of board meetings and meetings held by the board committees on which he or she served during 2016. 
• The Board of Directors met in executive session, without any member of management in attendance, 6 times during 2016. 
• It is the policy of the Board of Directors that the Directors attend the annual meeting of the stockholders. All directors attended the May 2017 annual meeting. 
• The Board of Directors conducts a self-assessment of its performance each year. 
• The Board of Directors has concluded that all non-employee directors are independent in accordance with the New York Stock Exchange standards and the standards of independence set forth in the Governance Principles. 
• The Inspectors of Election at the May 2017 annual meeting reported voting results as follows:
• There were 186,280,109 shares of Common Stock and Common Equivalent entitled to vote at the meeting and a total of 162,709,414 shares or 87.34% of those shares were represented at the meeting.

1.  Election of Eleven Directors:

The following individuals were elected to serve as directors of the Company for a one year term expiring at the 2018 Annual Meeting of Stockholders.

2.  Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2017:

3.  A Non-binding Advisory Vote to Approve Executive Compensation

4.   A Non-binding Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation.