Notice of 2023 Annual Meeting of Stockholders and Proxy Statement

Items of Business

Item 1 Election of directors	Our 11 continuing directors are seasoned leaders who bring a mix of skills and qualifications to our Board of Directors	FOR each director nominee 12-18
Item 2 Ratify the appointment of the Company’s independent registered public accounting firm for 2023	Based on its recent evaluation, our Audit Committee believes that the retention of Ernst & Young LLP is in the best interests of the Company and its stockholders	FOR 40-41
Item 3 Say on pay - an advisory vote on the approval of the Company’s executive compensation	Our executive compensation program reflects our unwavering commitment to paying for performance and reflects feedback received from stockholder outreach	FOR 42-43
Item 4 Proposal to recommend, on an advisory basis, the frequency of advisory votes on executive compensation.	Affords stockholders the opportunity to cast an advisory vote on how often we should include a say on pay proposal in our proxy materials for future stockholder meetings, often referred as the "say-when-on-pay" proposal	FOR EVERY YEAR 44
Items 5-9 Stockholder proposals	See the Board of Directors’ statement of opposition AGAINST each stockholder proposal	AGAINST 94-108