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►Roles and financial strategies; (2) reviews the Company's material capital allocation decisions, strategic investments and dispositions and other opportunities for maximizing stockholder value; (3) considers and reviews the Company's dividend and share repurchase policies and programs and other strategies to return capital to stockholders; (4) reviews the Company's derivatives and hedging policies and strategies; (5) reviews the Company's investment policies and practices; (6) reviews the Company's credit ratings and strategy, (7) periodically reviews the Company's investor relations strategy, (8) furnishes periodic reports to the Board concerning the Finance Committee's work; and (9) performs such other duties as the Board may assign to the committee from time to time.Responsibilities

        Risk and Safety Committee.The Risk and Safety Committee (1) reviews andCommittee:

Our senior management, strategies and systems; (2) reviews and monitors material safety, security, business continuity, information security and risk management policies and processes implemented, established and reported on bywith oversight from the Company's

management; (3) monitors the Company's insurance programs; and (4) takes other actions to meet its responsibilities as set forth in its written charter.

Board and Committee Evaluations

        The Nominating and Governance Committee oversees the Board and committee evaluation process. Generally, including in 2015, the Board and each committee conduct self-evaluations by means of written questionnaires completed by each director and committee member. The anonymous responses are summarized and provided to the Board and each committee at their subsequent meetings in order to facilitate an examination and discussion by the Board and each committee of the effectiveness of the Board, committees, individual directors, Board and committee structure and dynamics, and areas for possible improvement. The Nominating and Governance Committee establishes the board and committee evaluation process each year and may determine to use an independent third party evaluation process from time to time in the future.

Risk Oversight

        The Board, is responsible for oversight of the Company's management of enterprise risks. Iron Mountain senior management is responsible for the Company'sCompany’s risk management process and the day-to-day supervision and mitigation of enterprise risks. The Board receives regular reports on areas of material Company risk, including strategic, operational, financial, legal and regulatory risks. The Board, or the committee of the Board assigned responsibility forWe have a specific area of risk, receives reports from the Company executive accountable for understanding and mitigating the identified risk. When a committee of the Board receives a risk report, the chairman of such committee provides a summary of the discussion to the Board during the next regularly scheduled Board meeting. This practice allows the Board and each of its committees to remain coordinated in their oversight of enterprise risk. The Risk and Safety Committee provides additional support to the Board in ensuring that the Company'scomprehensive enterprise risk management program, including the receipt by our senior executive team of regular reports from our operations teams and standing committees of the Board that focus on enterprise risk, emerging trends and issues.

The Board’s Role in Management Succession

The Board oversees the recruitment, development, and retention of executive talent. Management succession is established appropriatelygenerally discussed throughout the year with the CEO at Board meetings and operating effectively.

Political Expenditures

        Our Global Political Contribution Policy, together with our Code of Ethics and Business Conduct, guide our approach to ethical business behavior and corporate political contributions. Our Global Political Contribution Policy provides that Iron Mountain does not make political contributions in any form or amount from corporate funds or resources, even when permitted by applicable law. This means corporate funds are not used in support of or opposition to political candidates, political parties, political committeesexecutive sessions. Management succession discussions generally focus on the CEO and other political entities organizedsenior executive roles and operating for political candidates. In addition, corporate funds are not used for "electioneering" communications.also include broader discussions about the Company’s workforce. The Board has regular and direct exposure to senior leadership and high-potential employees through meetings held throughout each year.

        The Company administers IMPAC, which is a non-partisan political action committee supporting congressional candidates at the federal level only. IMPAC allows eligible employees to pool their resources to support candidates who understand the issues important to the Company's business and its employees. Participation in IMPAC is strictly voluntary. Except for administrative expenses, IMPAC is funded solely by the Company's employees and directors and is not supported by funds from the Company. IMPAC complies with federal election laws and all other applicable laws and reports regularly to the Federal Elections Commission. In addition, IMPAC is governed by a set of bylaws and supervised by a board of directors composed of senior managers from different areas of the Company.

        The Company is a member of a number of trade associations that participate in public relations activities such as education and conferences, but not for the purpose of making political contributions. Our Code of Ethics and Business Conduct and our Global Political Contribution Policy are available on our website under the heading "Company/Investors/Corporate Governance."

Stockholder Communications towith the Board of Directors

The Board believes it is important to engage effectively with stockholders. To facilitate this engagement, in February 2016, the Boardstockholders and has adopted a written ShareholderStockholder Engagement and Communication Policy or the Shareholder(the “Stockholder Engagement Policy,Policy”), which outlines the procedures for the Board'sBoard’s engagement and communication with the Company'sCompany’s stockholders. The ShareholderStockholder Engagement

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Policy is overseen by the Nominating and Governance Committee. Under the ShareholderStockholder Engagement Policy, any stockholder, security holder or other interested party who desires to communicate with the Board, any individual director, including the Independent Chairman, or the independent or non-management directors as a group, may do so by regular mail or email directed to the Secretary of the Company. Communications to the Board should be mailed to Corporate Secretary, Iron Mountain Incorporated, One Federal Street, Boston, Massachusetts 02110; the Secretary'sSecretary’s email address is corporatesecretary@ironmountain.com. Upon receiving such mail or email, the Secretary will assess the appropriate director or directors to receive the message and will forward the mail or email to such director or directors without editing or altering it.

Selection of Board of Directors NomineesCorporate Governance Guidelines

The Board is responsiblehas adopted Corporate Governance Guidelines that describe our corporate governance practices and policies and provide a framework for developing and approving criteria, in addition to those set forthour Board governance. The topics addressed in our Corporate Governance Guidelines for candidates forinclude: composition and selection of the Board; director responsibilities; Board membership. The Nominatingmeetings; Board committees; director access to management and Governance Committee is responsible for seeking candidates to become Board members, consistent withindependent advisors; director compensation; executive compensation clawback; director orientation and continuing education; management evaluation and succession; the criteria set forth in theBoard’s annual performance evaluation and conflicts of interest. Our Corporate Governance Guidelines and approved by the Board, and for recommending candidates to the entire Board for selection by the Board for nomination to fill vacancies on the Board or expiring terms of directors at each annual meeting of stockholders. The Board as a whole is responsible for nominating individuals for election to the Board by the stockholders and for filling vacancies on the Board that may occur between annual meetings of the stockholders.

        Nominees for director will be selected on the basis of their integrity, experience, achievements, judgment, intelligence, personal character, ability to make independent analytical inquiries, willingness to devote adequate time to Board duties and likelihood that they will be able to serve on the Board for a sustained period. In connection with the selection of nominees for director, the Board's policy is to give due consideration to the Board's overall balance of diversity of perspectives, backgrounds and experiences. To implement and review the effectiveness of our diversity policy, the Nominating and Governance Committee reviews the appropriate skills and characteristics of members of the Board in the context of the then current composition of the Board. It is the practice of the Nominating and Governance Committee to then consider these factors when screening and evaluating candidates for nomination or re-election to the Board. The Board will not nominate for election as director any candidate who has not agreed to tender, promptly following the annual meeting at which he or she is elected as director, an irrevocable resignation that will be effective upon (1) the failure to receive the required number of votes for re-election at the next annual meeting of stockholders at which he or she faces re-election, and (2) acceptance of such resignation by the Board.

        The Nominating and Governance Committee will consider, as part of the process for identifying individuals who might be candidates, individuals who are properly recommended by stockholders for nomination by the Board at a meeting of stockholders at which directors are to be elected. To be proper, a recommendation for a nominee for director with respect to a meeting of stockholders must comply with applicable law, the Company's Bylaws and the Company's Corporate Governance Guidelines. The Nominating and Governance Committee will consider any suggestions offered by other directors or stockholders with respect to potential directors, and there will be no difference in the manner in which potential nominees are evaluated. However, the Nominating and Governance Committee and the Board are not required to enlarge the size of the Board in order to nominate an otherwise fully qualified candidate proposed by a stockholder. A stockholder wishing to nominate a

director directly must comply with the procedures described in the Company's Bylaws and this Proxy Statement.

        In 2015 the Nominating and Governance Committee did not retain the services of, and did not pay a fee to, any third party to identify or assist in identifying or evaluating potential nominees to our Board.

Nominations and Proposals of Stockholders

        A stockholder who, in accordance with Rule 14a-8, or Rule 14a-8, under the Securities Exchange Act of 1934, as amended, or the Exchange Act, wants to present a proposal for inclusion in the Company's 2017 Proxy Statement and proxy card relating to the 2017 Annual Meeting of Stockholders must submit the proposal by December 28, 2016. In order for the proposal to be included in the Proxy Statement, the stockholder submitting the proposal must meet certain eligibility standards and comply with certain regulations established by the SEC.

        Stockholders who wish to present a business proposal or nominate persons for election as directors at the Company's 2017 Annual Meeting of Stockholders must provide a notice of the business proposal or nomination in accordance with Section 2.4 of our Bylaws, in the case of business proposals, or Section 3.2 of our Bylaws, in the case of director nominations. In order to be properly brought before the 2017 Annual Meeting of Stockholders, Sections 2.4 and 3.2 of our Bylaws require that a notice of the business proposal the stockholder wishes to present (other than a matter brought pursuant to Rule 14a-8), or the person or persons the stockholder wishes to nominate as a director, must be received at our principal executive office not less than 90 days, and not more than 120 days, prior to the first anniversary of the Company's prior year's annual meeting. Therefore, any notice intended to be given by a stockholder with respect to the Company's 2017 Annual Meeting of Stockholders pursuant to our Bylaws must be received at our principal executive office no earlier than February 17, 2017 and no later than March 19, 2017. However, if the date of our 2017 Annual Meeting of Stockholders occurs more than 30 days before or 30 days after June 17, 2017, the anniversary of the 2016 Annual Meeting of Stockholders, a stockholder notice will be timely if it is received at our principal executive office by the later of (1) the 120^th day prior to such annual meeting or (2) the close of business on the tenth day following the day on which public disclosure of the date of the meeting was made. To be in proper form, a stockholder's notice must include the specified information concerning the stockholder and the business proposal or nominee, as described in Sections 2.4, 3.2 and 3.3 of our Bylaws.

        All proposals must be mailed to the Company's principal executive office, at the address stated herein, and should be directed to the attention of the Secretary of the Company.

Code of Ethics

        Our Code of Ethics and Business Conduct applies to each of the Company's employees, including officers, and directors. Our Code of Ethics and Business Conduct is postedavailable on our website, www.ironmountain.com, under the heading "Company/Investors/“Investors/Corporate Governance." A printed copy of”

Insider Trading, Anti-Hedging and Anti-Pledging Policy

Our Insider Trading Policy, as adopted by our Code of Ethics and Business Conduct is also available free of charge to any stockholder who requests a copy. We intend to disclose any amendment to, or waiver from, a provision of our Code of Ethics and Business Conduct applicable to our CEO, chief financial officer or principal accounting officer or controller by posting such information on our website. Any waivers applicable to any other executive officers will also be promptly disclosed to stockholders on our website.

ITEM 2

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

        In accordance with the requirements of Section 14A of the Exchange Act and related rules of the SEC, we are including this separate proposal subject to stockholder vote to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers listed in the "Summary Compensation Table" appearing in this Proxy Statement, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K.

        Our executive compensation is designed to reward executive performance that contributes to our success while encouraging behavior that is in our and our stockholders' long-term best interests. We also seek to attract, motivate, reward and retain the senior management talent required to achieve our corporate objectives and increase stockholder value. At the core of our executive compensation programs is our "pay for performance" philosophy that links competitive levels of compensation to achievements of our overall strategy and business goals, as well as predetermined objectives. We believe our compensation program is strongly aligned with the interests of our stockholders and sound corporate governance principles. We urge you to read the "Compensation Discussion and Analysis" section and compensation tables and narrative discussion in this Proxy Statement for additional details on our executive compensation, including our compensation philosophy and objectives and the compensation of our Named Executive Officers.

        The vote on this proposal is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our Named Executive Officers, as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. To the extent there is any significant vote against the compensation paid to the Named Executive Officers as disclosed in this Proxy Statement, the Compensation Committee will evaluate whether any actions are necessary to address the concerns of stockholders.

        Based on the above, we request that you indicate your support for our executive compensation philosophy and practices by voting to approve, on a non-binding, advisory basis, the following resolution:

        "RESOLVED, that the compensation paid to the Company's Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in the Proxy Statement for the 2016 Annual Meeting of Stockholders, is hereby APPROVED."

Required Vote

        The affirmative vote of a majority of the votes properly cast at the Annual Meeting is required to approve the compensation of our Named Executive Officers, as described in the "Compensation Discussion and Analysis" section, the compensation tables and the other narrative compensation disclosures contained in this Proxy Statement. For the purpose of determining whether a majority of the votes has been cast in favor of the approval of this resolution, only those cast "For" or "Against" are included, and any abstentions or broker non-votes will not count in making that determination. The opportunity to vote on this resolution is required pursuant to Section 14A of the Exchange Act. However, as an advisory vote, the vote on this resolution is not binding upon the Company and serves only as a recommendation to our Board. Nonetheless, the Compensation Committee, which is responsible for designing and administering our executive compensation programs, and the Board, value the opinions expressed by stockholders and will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers.

        Our current policy is to provide stockholders with an opportunity to approve the compensation paid to our Named Executive Officers each year at our annual meeting of stockholders. We currently expect that the next such vote will occur at our 2017 Annual Meeting of Stockholders.

The Board recommends that you vote FOR the approval of the foregoing non-binding, advisory resolution approving the compensation of our Named Executive Officers.

ITEM 3

RATIFICATION OF THE SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        Subject to ratification by the stockholders, the Audit Committee has selected the firm of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the current year.

        Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from stockholders who are present at the Annual Meeting.

        The fees we paid to Deloitte & Touche LLP in 2015 are shown in the table appearing on page 75 of this Proxy Statement.

        If the stockholders do not ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm, the selection of accountants will be reconsidered by the Audit Committee.

Required Vote

        The affirmative vote of holders of a majority of the votes properly cast at the Annual Meeting is required to ratify the selection of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for the current fiscal year. For purposes of determining the number of votes cast, only those cast "For" or "Against" are included, and any abstentions will not count in making that determination.

The Board recommends that you vote FOR the ratification of the selection of Deloitte & Touche LLP.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information known to the Company with respect to beneficial ownership of Common Stock by: (1) each director and nominee for director; (2) the Named Executive Officers; (3) allprohibits directors and executive officersall employees from engaging in short-term or speculative transactions involving the Company’s securities, such as short sales, option trading, short-term trading, standing or limit orders and hedging transactions. The Insider Trading Policy also prohibits directors and executives with a title of senior vice president or above from placing the Company’s securities in margin accounts or otherwise pledging shares of common stock of the Company as a group; and (4) each stockholder known by us to be the beneficial owner of more than 5% of the (“Common Stock. Such information is presented as of March 31, 2016, except as otherwise noted.

Equity Compensation Plan Information

        The following provides certain equity compensation plan information with respect to all of our equity compensation plans in effect as of December 31, 2015:

EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

        The primary objectives of our compensation programs are to reward the achievement of both Company and individual goals and to align the interests of our executives with the creation of stockholder value. In keeping with these objectives, our compensation programs are designed to align with the objectives of our strategic plan developed by senior leadership, or the Strategic Plan, and reward teamwork and contribution to the successful achievement of our enterprise goals and financial objectives.

2015 Developments

•

Reaffirmed our Strategic Plan, which is focused on three core pillars for growth—Developed Markets⁽¹⁾, Emerging Markets⁽²⁾ and Adjacent Businesses⁽³⁾; extended our financial outlook to 2020 at our Investor Day in October 2015; and embarked on a multi-year transformation program, or the Transformation Program, intended to improve operational efficiency and provide additional investment for growth



•

Entered into agreement to acquire Recall, which is expected to deliver meaningful synergies and earnings accretion once completed



•

Achieved operational performance generally in line with expectations, measured in constant currency; however, the strengthening of the U.S. dollar negatively impacted our reported results



•

Continued to deliver rewards through our pay-for-performance model that balances short-term operational performance and the creation of long-term stockholder value:



•

our executives were rewarded for 2015 operational performance through our short-term incentive program



•

the value of our executives' long-term incentives, the largest portion of their compensation, declined significantly due to the decline in our share price during 2015 and the impact of the strengthening U.S. dollar on the performance of certain of our Performance Units, or PUs, which are measured on a reported basis (i.e., including the impact of currency fluctuation)

Strategic Plan

        During 2015, we continued to make progress executing on the Strategic Plan, which includes (i) three core growth and value pillars that drive our business strategy to generate more income from developed markets and higher growth markets and businesses and (ii) enabling activities that are designed to improve efficiency and leverage scale to support the investment and execution of the three

⁽¹⁾

"Developed Markets" include United States, Canada, western Europe and Australia.

⁽²⁾

"Emerging Markets" include central and eastern Europe, Latin America and the Asia Pacific region (excluding Australia).

⁽³⁾

"Adjacent Businesses" primarily include our data center and fine art storage businesses.

core pillars and maintain and strengthen our dividend. The Strategic Plan's growth and value pillars, as well as the enabling activities, are represented in the following graphic:

        The table below highlights the significant 2015 achievements with respect to each core growth and value pillar of our Strategic Plan:

Aligning Program Design with the Strategic Plan

        In connection with the continued execution of the Strategic Plan, the Compensation Committee periodically reviews our executive compensation programs to maintain the alignment of our incentives with our strategic objectives and the creation of stockholder value. Our executive compensation programs include short-term and long-term incentive components.

        Our short-term incentive program is designed to reward all of our executive officers for executing the Company's annual operating plan and demonstrating progress during the year toward the Company's achievement of multi-year strategic objectives. Results are measured on a constant currency

basis to remove the effects of foreign currency exchange rate fluctuations and measure achievement primarily within the control of management. Our short-term incentive program consists of two general criteria for evaluation:

•

financial performance (70% of short-term incentive opportunity): primarily rewards achievement of Adjusted OIBDA⁽⁴⁾ goals, our primary measure of profit; additional short-term incentive awards may be earned for profitable revenue growth in excess of targets; and



•

strategic objectives (30% of short-term incentive opportunity): rewards achievement during the year of certain objectives with respect to each core growth and value pillar of the Strategic Plan as well as other key initiatives related to real estate ownership, talent and safety. (For a description of these strategic objectives, see "Components of Compensation—Short-Term Performance-Based Incentives—Strategic Objectives."Stock”)

        Our long-term incentive program rewards our success over a multi-year period relative to internal financial performance targets and stockholder returns through a portfolio of stock-based awards, including:

•

Storage Revenue PUs, which reward achievement of success in storage rental revenue growth objectives, subject to achieving a minimum level of return on invested capital, or ROIC.⁽⁵⁾ Storage rental revenue growth is a key driver of cash flow, which in turn supports growth in our dividend. Due, in part, to the three-year performance period of our Storage Revenue PUs, results are measured on a reported basis and include the effect of currency fluctuation;



•

Relative TSR PUs, or TSR-Based PUs, which reward total stockholder return, or TSR, performance, including the impact of changes in share price and reinvested dividends, relative to the majority of the S&P 500 over a three-year period;



•

Stock Options, which reward share price growth. Our stock options generally have an exercise price equal to the closing price on the date of grant, or Fair Market Value of our stock at the date of grant, but our CEO's stock options have an exercise price 25% above the Fair Market Value at the date of grant. Stock options vest ratably over three years and are generally exercisable until the tenth anniversary of the grant date; and



•

Restricted Stock Units, or RSUs, which support retention and provide additional alignment with stockholders and vest ratably over three years.

        The Compensation Committee annually evaluates our incentive programs to ensure they continue to support our Strategic Plan and adopts changes where appropriate. In 2015 the Compensation

⁽⁴⁾

Adjusted OIBDA is defined as operating income before depreciation, amortization, intangible impairments, (gain) loss on disposal/write-down of property, plant and equipment, net (excluding real estate), Recall Costs and REIT Costs. "Recall Costs" include operating expenditures associated with our proposed acquisition of Recall, including costs to complete the Recall acquisition, including advisory and professional fees, as well as costs incurred to integrate Recall with our existing operations, including moving, severance, facility upgrade, REIT conversion and system upgrade costs. "REIT Costs" include costs associated with our conversion to a REIT, excluding REIT compliance costs beginning January 1, 2014 which we expect to recur in future periods.

⁽⁵⁾

ROIC is defined as net operating profit after taxes plus depreciation and amortization less non-growth capital expenditures divided by the average of the beginning and ending balance of total debt plus stockholders equity and non-controlling interest less cash plus accumulated depreciation on racking.

Committee approved a series of refinements to better align our incentive programs with our Strategic Plan, including:

•

refining the strategic measures contained in the short-term performance-based incentive program:



•

in our Developed Markets, we now utilize storage revenue internal growth, which reflects both volume growth and pricing, to measure achievement; and



•

we now consider a metric related to the realization of certain security and safety related objectives to measure achievement; and



•

implementing the second phase of our long-term incentive strategy, adopted in 2014, and refined our performance metric to reflect our conversion to a real estate investment trust, or REIT:



•

we granted TSR-Based PUs to a broad group of executives, including all of our executive officers, consistent with our long-term incentive strategy adopted in 2014; and



•

we changed the revenue metric of certain of our PU awards to storage rental revenue from total revenue.

2015 Compensation Decisions & Performance

Pay Opportunity

        Following its annual review of performance, executive development and relevant market benchmark data, the Compensation Committee approved increases in pay opportunity for certain of our Named Executive Officers, including our CEO. In each case, the majority (or, in the case of our CEO, the entirety) of the increase in pay opportunity was delivered through variable compensation,

which increased the proportion of compensation tied to achievement of performance goals or stock price appreciation.

Performance & Compensation Results

        Our short-term incentive awards reflect operational performance without regard to currency fluctuation, but our long-term incentive awards are measured on reported results.

        In 2015, our operational performance, after adjusting for the impact of acquisitions during the year and measured in constant currency, exceeded the goals, on average, established by the Compensation Committee. Consequently, the pay-for-performance structure of our variable compensation programs delivered above target short-term incentive awards. On average, our short-term incentive awards achieved 119.35% of target; primarily as a result of the following operational results:

•

Adjusted OIBDA was 102.6% of target, reflecting our focus on continuous improvement and the early impact of the Transformation Program;



•

enterprise revenue was 99.3% of target, reflecting improved internal growth; however, they were below the targets set by our Compensation Committee; and



•

strategic objectives, on average, achieved 94% of target performance with five of the six metrics meeting or exceeding target performance.

        Our long-term incentive awards, however, which are measured on reported results, were negatively impacted by the strengthening U.S. dollar and the decline in our share price. As a result, long-term incentives, on average, are tracking significantly below the potential economic value at the time of their grant, which corresponds with the experience of our stockholders as measured over the same time period:

•

our TSR during 2015 was approximately –25.7% relative to 1.4% for the S&P 500 Total Return Index;



•

Mr. Meaney's 2013 TSR-Based PUs did not meet the minimum performance threshold of the 30^th percentile of the S&P 500, excluding financial services companies, during the performance period and, as a result, no shares were earned under this award; and



•

the various PUs awarded during 2014 and 2015, for which the performance periods have not been completed, are currently forecast, on average, to pay significantly below the potential economic value at the time of their grant, which reflects the impact of share price decline, negative foreign currency impacts and revenue growth underperforming the goals set by the Compensation Committee, without regard to currency fluctuation.

Realizable Pay Analysis

        Realizable pay reflects actual bonuses earned and the current value of equity awards, which are subject to adjustment based on changes in our share price and the achievement of performance goals. The Compensation Committee and the Company believe a realizable pay analysis with respect to our CEO is a valuable data point to evaluate the pay-for-performance effectiveness of our compensation programs and to evaluate the directional alignment of our equity awards with the experience of our stockholders.

        The realizable pay analysis compares realizable pay, or Realizable Pay, to pay opportunity, or Pay Opportunity, in the context of our operational performance and the performance of our Common Stock, where:

•

Pay Opportunity represents the target value of compensation awarded for each year and includes base salary, target bonus and the potential economic value of equity awards as measured at the date of grant; and



•

Realizable Pay represents the current value of Pay Opportunity adjusted for achievement relative to performance goals, changes to our share price and the amount of dividends accrued on certain of our equity awards.

        The table below illustrates the relationship between the Pay Opportunity of our CEO for fiscal 2013, 2014 and 2015 and the realizable value of that compensation measured at the end of 2015. Over the three-year period ending on December 31, 2015, Realizable Pay represents approximately 68% of

Pay Opportunity, primarily reflecting the underperformance, on average, of our PU awards, and the impact of our share price performance on other stock-based awards.

Pay Opportunity—equals, for each of fiscal 2013, 2014 and 2015: (1) annual base salary for the applicable fiscal year,plus (2) target bonus for the applicable fiscal year,plus (3) the potential economic value of equity awards approved during the applicable year by the Compensation Committee (as measured at the date of grant). No target value is included for items reported in the "All Other Compensation" column of the Summary Compensation Table.

Realizable Pay—equals, for each of fiscal 2013, 2014 and 2015: (1) annual base salary for the applicable fiscal year,plus (2) actual paid bonus for the applicable fiscal year,plus (3) in-the-money value of stock options granted during the applicable year,plus (4) value of RSUs granted during the applicable fiscal year, including accrued dividends thereon,plus (5) value of PUs granted during the applicable fiscal year, reflecting actual achievement for awards granted in fiscal 2013 and estimated performance as of the end of Fiscal 2015 for awards granted in fiscal 2014 and fiscal 2015 (accordingly, the actual number of PUs that may be credited under these programs will vary).

Say-on-Pay Vote Response and Stockholder Engagement

        We have an annual stockholder advisory vote on executive compensation, a "say-on-pay" vote, to provide stockholders with an additional tool to voice their opinions about executive compensation, with a goal of maintaining an alignment of interests between our stockholders and our executives. The Compensation Committee considered the results of the advisory vote by stockholders on the "say-on-pay" proposal presented to stockholders at the Company's 2015 Annual Meeting of Stockholders. As in previous years, there was overwhelming support at the 2015 annual meeting for the compensation program offered to the Company's Named Executive Officers, with approximately 98% of votes cast in favor. Accordingly, in 2015, the Compensation Committee made no direct changes to the Company's executive compensation programs as a result of the say-on-pay vote at the Company's 2015 Annual Meeting of Stockholders.

        Our executive compensation programs reflect a number of best practices implemented by the Compensation Committee in recent years, including:

•

compensation clawback policy;

•

executive and director stock ownership requirements, which exclude unvested and unearned shares, including a requirement to retain certain shares until the requirement is met;



•

between 71% and 87% of our Named Executive Officers' target direct compensation is at-risk;



•

"double trigger" feature, requiring both a change in control and termination of employment before the acceleration of vesting of awards granted under both the 2002 Plan and the 2014 Plan;



•

a prohibition on hedging or pledging of shares of Common Stock;



•

the Compensation Committee retains an independent compensation consultant;



•

we do not offer excise tax gross-ups in connection with a change in control;



•

we do not offer pensions or supplemental executive retirement plans; and



•

limited use of executive perquisites that recognize standard local practices in international markets.

        In early 2016, the Company's management conducted outreach with certain stockholders related to our executive compensation. Even though we have received significant support from stockholders through our say-on-pay votes, the Company and the Compensation Committee believes it is important to periodically engage directly with our stockholders in order to gain a better understanding of our stockholders' views on our executive compensation practices. We ultimately engaged with stockholders representing 35% of our outstanding shares of Common Stock, and the stockholders with whom we communicated reiterated their support for our approach to executive compensation while sharing their perspective on what they most value in executive compensation programs. The findings were reported to and considered by the Compensation Committee in connection with its annual review of our incentive plans.

Compensation Philosophy and Design Principles

        The purpose of our executive compensation programs is to attract, retain and focus the talents and energies of executives, including our Named Executive Officers, on meeting the current and future objectives of the Company, most notably the creation of stockholder value. The design principles that govern our Named Executive Officer compensation programs are described below.

        General program competitiveness—Our compensation program serves to attract and retain top performing executive officers. All of our executive compensation programs target pay levels are established with reference to relevant market data to evaluate their competitiveness. The relative position of each Named Executive Officer's compensation compared to the market data referenced reflects his or her experience and proficiency in performing the duties of his or her position.

        Pay for performance—A substantial percentage of each Named Executive Officer's total compensation opportunity is contingent on annual and multi-year performance, as discussed above under the heading "Aligning Program Design with the Strategic Plan." If performance exceeds the target, then an award can pay out in excess of the target value. Conversely, if performance does not achieve the target, compensation can fall below an award's target level and, in fact, be as low as zero.

        Internal parity—The total compensation opportunity for each Named Executive Officer reflects the responsibility, scope and complexity of that individual's role within the Company.

        Stockholder alignment—Our compensation programs for our Named Executive Officers align with the interests of our stockholders by emphasizing performance criteria that drive both short-term results and long-term stockholder value creation. Our Named Executive Officers, including our CEO, are also subject to minimum share ownership requirements, as discussed under the "Executive Stock Ownership Guidelines" section of this Proxy Statement.

        Alignment with various business strategies—Beginning in 2014, we structured our executive compensation programs primarily to provide common rewards for the achievement of enterprise financial goals and strategic objectives. Our annual short-term incentive program continues to provide for individual differentiation reflecting each executive's responsibility for the performance of such executive's function's or business unit's contribution toward the common goals, and such executive's bonus may be adjusted according to achievement versus individual objectives.

Establishing Compensation

Process

        In applying our compensation philosophy and design principles to establish appropriate compensation programs and target compensation levels, the Compensation Committee:

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Annually approves a recommendation to the Board for the salary, short-term and long-term incentive compensation for our CEO. The Compensation Committee's recommendation reflects (1) an analysis of the Company's performance against predetermined financial goals and its evaluation of our CEO's performance against predetermined individual objectives, (2) performance feedback from our CEO's direct reports, which is also shared with other members of the Board and (3) input from members of the Board. The Compensation Committee's recommendation is then presented to the independent members of the Board for approval.



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Annually reviews and approves the salary, short-term and long-term incentive compensation for our other Named Executive Officers.



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Annually reviews and approves the structure of our short-term and long-term incentive programs for all Named Executive Officers, including performance metrics, performance and payout grids and the weighting applied to each metric. The review typically balances an internal and external perspective developed in collaboration with members of management and the Compensation Committee's compensation consultant. Based upon this review, the Compensation Committee may maintain or modify the amount and mix of grants under our incentive programs.



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Annually establishes the individual goals and objectives utilized in our short-term incentive program for our CEO and reviews the individual goals for the other Named Executive Officers recommended by our CEO.



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Periodically evaluates the effectiveness and competitiveness of other executive compensation programs, such as executive benefits, perquisites and our severance policies. These periodic evaluations are conducted to ensure alignment with our internal strategy and objectives and to consider external market practices.



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Annually establishes the financial performance goals that are utilized in our short-term and long-term incentive plans. The annual financial performance targets are initially based upon our annual operating plan approved by the Board, assuming constant currency, and may be adjusted during the year. The multi-year performance targets are aligned with achieving our Strategic Plan. When the financial targets are set, the Compensation Committee approves a policy which identifies the nature of potential adjustments to the target levels that may be considered throughout the fiscal year. Our internal audit team reviews the potential adjustments and reports the results to our Audit Committee. The Compensation Committee considers these reports and may adjust financial targets based on the adjustment factors approved at the beginning of the year.

        In 2015, the Compensation Committee approved adjustments to performance goal targets, or the Adjustment Factors, to (1) eliminate the effects of unbudgeted acquisitions, (2) eliminate the effects of

rent reduction resulting from lease conversions and (3) exclude the costs associated with our proposed acquisition of Recall from our Adjusted OIBDA calculation. The Adjustment Factors apply to short-term performance-based compensation awarded in 2015 that is subject to relevant goal targets.

        The net effect of applying the Adjustment Factors to the revenue target increased the target by 0.4%. The net effect of applying the Adjustment Factors increased Adjusted OIBDA performance by 5.0%, on average.

Role of Named Executive Officers

        Our Named Executive Officers assist the Compensation Committee in carrying out its duties throughout the year by completing specific tasks, including:

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our CEO establishes the individual goals and objectives for the Named Executive Officers (other than himself). He proposes his own individual goals and objectives, with input from the Board, which are then approved by the Compensation Committee;



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our CEO develops compensation recommendations for the Named Executive Officers (other than himself) for the Compensation Committee's review, including salary levels, the potential economic value of long-term incentives and achievement of individual goals and objectives; and



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each Named Executive Officer prepares a self-review to assist the review of his performance against individual goals and objectives, which self-review is shared with the Compensation Committee for the CEO and with the CEO for the other Named Executive Officers.

Benchmarking

        To provide an external perspective relative to executive compensation levels, plan design trends and market best practices, the Compensation Committee reviews market analyses prepared by its independent compensation consultant. Given the nature of our business and our market leading position, there is no ideal group of companies that reflects direct business competitors or competitors for talent. The Compensation Committee has elected to develop a group of business services companies, or the Custom Peer Group, to serve as a reference point for the market analyses.

        The Compensation Committee, in collaboration with our compensation consultant and management, annually reviews the Custom Peer Group for continued applicability and has developed the Custom Peer Group below based on the following criteria:

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comparable revenue size and industry;



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similar market capitalization;



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pays regular quarterly dividends; and



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similar degree of global operations.

        The 2015 Custom Peer Group includes the following companies, with an asterisk noting the newly added companies:

        The median 2013 revenue of the Custom Peer Group was $3.4 billion, compared to the Company's 2013 revenue of $3.0 billion. The 2015 Custom Peer Group, as compared to the 2014 Custom Peer Group, reflects (1) the removal of ADP due to its larger revenue size, (2) the removal of Lender Processing Services due to its recent acquisition by Fidelity National Financial and (3) the addition of Digital Realty Trust and Prologis, each of which is a REIT that met the criteria described above.

How We Use Market Data

        Pay levels—Market data is one element considered by the Compensation Committee when making compensation decisions, but the Compensation Committee does not set compensation levels based solely on market data. Rather, the Compensation Committee reviews the 25^th, 50^th and 75^th percentiles of relevant market data as one frame of reference in making its compensation decisions. Final compensation decisions reflect a variety of factors, including each executive's experience, performance rating, the relative importance of the executive's role within the organization, as well as where each executive's pay level falls relative to the market data.

        Plan design—When designing or assessing the design of our compensation programs, the Compensation Committee reviews programs of the Custom Peer Group to establish typical market practice. The Compensation Committee evaluates our specific circumstances and business objectives and follows market practice with respect to the design of our programs where appropriate but may deviate from market practice where the Compensation Committee deems it is in the best interest of the Company and our stockholders.

Role of Consultants

        The Compensation Committee has retained the services of an independent compensation consultant to provide ongoing advice and perspective to the Compensation Committee in the following areas related to the compensation of our Named Executive Officers:

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market pay analyses and market trends;



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assistance with the review and selection of the Custom Peer Group;



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ongoing support with regard to the latest relevant regulatory, technical and/or accounting considerations affecting compensation and benefit programs;



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assistance with the design of executive compensation or benefit programs, as needed; and



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preparation for and attendance at selected Compensation Committee meetings.

        Since May 2012, the Compensation Committee has engaged Pay Governance LLC, or Pay Governance, to assist the Compensation Committee by providing ongoing executive compensation consulting. Pay Governance reports directly to the Compensation Committee and has regular meetings with the chairperson of the Compensation Committee.

        Pay Governance does not provide any other services to the Company except providing assistance on director compensation matters for the Nominating and Governance Committee. The Compensation Committee has reviewed the nature of the relationship with its independent compensation consultants and determined that there were no conflicts that impacted the advice and guidance provided to the Compensation Committee.

Components of Compensation

        Our Named Executive Officers' total direct compensation, or TDC, is designed to reward our Named Executive Officers based on achievement of financial and strategic goals and returns to stockholders and consists of base salary, target bonus and long-term incentive grant value.

        As depicted below, approximately 87% of our CEO's target TDC, and, on average, 71% of our other Named Executive Officers' target TDC (where applicable, excluding the value of new hire inducement equity awards), is tied directly to the achievement of financial goals, strategic objectives or stock price appreciation through our short-term and long-term incentive programs.

CEO		Other Named Executive Officers

        Below is a summary of the elements, objectives, risk mitigation factors and key features of our TDC program for our Named Executive Officers. A more detailed discussion of each element and the associated pay decisions follows this section.

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Base salary and benefits are designed to attract and retain highly qualified individuals; in order to avoid excessive risk taking, it is important that not all cash compensation be variable.



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Annual cash short-term incentive compensation awards are designed to focus the entire senior executive team, including the Named Executive Officers, toward achieving enterprise goals while recognizing their individual contributions, including:



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attaining financial goals in line with our annual budget;



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achievement of strategic objectives;



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performance relative to initiatives in areas within their control; and



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rewarding outstanding individual performance.



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Our short-term incentive awards are expressed as a percentage of base salary, and the amount of compensation payable under each award is subject to a maximum payout; short-term incentive awards are also subject to our clawback policy described below under the "Executive Compensation Clawback" section of this Proxy Statement.



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Long-term equity incentives are designed to:



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align the interests of our executive officers with our stockholders;



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reward overall enterprise performance; and



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encourage the retention of our executive officers by providing additional opportunities for them to participate in the ownership of the Company and its future growth.



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Our long-term incentive awards are granted in the form of PUs, RSUs and stock options. Generally, PUs are subject to cliff vesting three years from the date of the original grant and settle in shares of our Common Stock. RSUs and stock options typically vest ratably over three years (with certain exceptions described below) and are settled in shares of our Common Stock. Equity awards are also subject to our clawback policy described below the "Executive Compensation Clawback" section of this Proxy Statement.

        In addition to the TDC elements described above, our U.S.-based executives participate in the retirement and welfare benefits generally available to our full-time employees, such as medical, dental, life insurance, 401(k) Plan, the 2013 ESPP, and other fringe benefits, some of which are more fully described below:

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our 401(k) Plan allows our Named Executive Officers to contribute up to 25% of their "plan" compensation, subject to certain regulatory limits. Under our 401(k) Plan, we generally match 50% of the first 4% of compensation contributed by our Named Executive Officers, up to $5,300 for 2015.



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the 2013 ESPP provides all of our employees in the U.S. and Canada with the opportunity to acquire an equity interest in the Company by providing favorable terms upon which they may purchase our Common Stock.

        In addition, our U.S.-based Named Executive Officers are eligible for certain executive benefits, including a voluntary deferred compensation program and limited perquisites, which are included in the "All Other Compensation" column of the Summary Compensation Table and related footnote appearing in this Proxy Statement.

        Also, our Executive Deferred Compensation Plan, or the EDCP, allows our Named Executive Officers to defer some of their base salary and/or cash incentive compensation in amounts in excess of the amounts they can defer under our 401(k) Plan. The Company does not provide contributions under the EDCP. The EDCP is intended to encourage the continued employment of the participating employees and to facilitate the recruiting of executive officers and other highly compensated employees required for our continued growth and profitability. Messrs. Day, Duale and Keddy do not participatedirectors are in the 401(k) Plan, the 2013 ESPP or the EDCP, but each receives additional benefits that are customary for executives in their respective work locations as more fully discussed under the "—Employment Agreement with Mr. Day", "—Employment Agreement with Mr. Duale" and "—Employment Agreement with Mr. Keddy" sections of this Proxy Statement.

Base Salary

        The table below details the annualized base salaries, and any year-over-year increase, for each of our Named Executive Officers as measured at the end of each of 2014 and 2015. The increases were effective in March 2015, except that Mr. Keddy received a partial increase in March 2015 and a partial increase effective in April 2015, as further described below. Consistent with typical market practice, in 2015 our CEO received a higher base salary than the other Named Executive Officers. This is due primarily to the greater responsibility, experience and oversight duties of the CEO as compared to the other Named Executive Officers.

        The base salary increase provided to Mr. Day reflects his performance and development since his appointment as chief financial officer of the Company in March 2014 and his position relative to the relevant market benchmarks. The base salary increase for Mr. Keddy reflects a 3% merit increase effective March 2015 in his prior role and the remainder of the increase effective in April 2015 reflecting the additional responsibilities he assumed in his new role as EVP & GM, North America & Western Europe. Ms. Evens's base salary was set in connection with her appointment as EVP, Chief People Officer in July 2015 reflecting her experience, expected contributions and compensation with her previous employer as well as her position relative to the market benchmarks.

        The base salary of each of Mr. Meaney and Mr. Duale remained unchanged in 2015. The Compensation Committee determined that the base salary of Mr. Meaney was appropriately positioned based on the factors considered by the Compensation Committee and determined that any increase in TDC would be best delivered through our variable compensation programs. Mr. Duale's base salary is positioned above the 75^th percentile of market data, largely due to his depth of experience in leading international businesses prior to joining the Company, and reflects the compensation that was necessary to entice him to join the Company. Mr. Duale's salary has not been increased since 2009 in recognition of his position relative to both external market data and internal parity.

Short-Term Performance-Based Incentive Compensation

Target Incentives

        Our Named Executive Officers participate in the Company's short-term performance-based incentive compensation programs. The Compensation Committee annually reviews the target short-term incentive opportunity for each Named Executive Officer and approves a new target, when appropriate. Short-term incentive compensation opportunities are expressed as a percentage of each Named Executive Officer's base salary. For 2015, these percentages were:

        The percentage of Mr. Meaney's 2015 total direct compensation attributable to short-term incentive opportunity increased ten percentage points to 135% of base salary, reflecting the Compensation Committee's evaluation of his performance, relevant market benchmarks and the Compensation Committee's intent to deliver total direct compensation increases through our variable compensation programs.

        The percentage of Mr. Keddy's 2015 total direct compensation attributable to short-term incentive opportunity increased ten percentage points to 70% of base salary, effective April 2015, in connection with his appointment as EVP & GM, North America & Western Europe.

        The percentage of Ms. Evens' 2015 total direct compensation attributable to short-term incentive opportunity was set at 60% of base salary in connection with her appointment as EVP, Chief People Officer in July 2015. In addition, Ms. Evens was provided a signing bonus of $200,000 as an inducement to join the Company in recognition of cash compensation that she forfeited when leaving her previous employer.

        The percentage of 2015 salary attributable to short-term incentive opportunity for the other Named Executive Officers is, in each case, unchanged from 2014. The Compensation Committee determined that each target opportunity represented the appropriate amount of short-term compensation at risk for each Named Executive Officer based on his or her role, impact on the Company's results and market comparisons. In 2015, Mr. Meaney's target opportunity was the largest among the Named Executive Officers because he was most accountable for the Company's performance, and the Compensation Committee determined it was important to provide a greater portion of his cash compensation through a variable program. The target short-term incentive compensation opportunity for other Named Executive Officers is a lower percentage of their base salary, reflecting their mix of compensation, expected impact on the performance of the Company and market practice for their role.

Program Structure

        Achievement of the target short-term incentive opportunity for each Named Executive Officer is based upon (1) the Company's performance against target financial goals, (2) the Company's performance against a series of strategic objectives and (3) personal performance against the individual goals and objectives of the respective Named Executive Officer set at the beginning of the year, as illustrated below. All members of the senior executive team, including the Named Executive Officers, have the same target financial goals and the same financial and strategic objectives, which serve to align the senior executive team toward the same enterprise goals. The individual modifier component, however, allows for recognition of individual performance and contributions. In support of our philosophy of paying for performance, actual short-term incentive awards for our Named Executive Officers may range from 0% to a maximum of 167.5%, which can be reached when achieving maximum performance against all measures.

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70% of the short-term incentive opportunity is based on the Company's financial performance, measured by enterprise Adjusted OIBDA, with increased payout opportunity when revenue exceeds the target level. Payouts of this component of the short-term incentive bonus may range from 0% - 150% of target, and the highest payouts are possible only when both enterprise Adjusted OIBDA and revenue exceed the budget approved by the Board. We believe this measure appropriately corresponds to our profitable growth objectives.



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30% of the short-term incentive opportunity is based on the achievement of specific strategic objectives which are intended to measure progress toward achievement of the multi-year objectives of the Strategic Plan. Payouts of this component of the short-term incentive bonus

may range from 0% - 125% of target, and the strategic objectives that comprise this component include specific measures in the following areas:

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profitable growth in Developed Markets;



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revenue growth in Emerging Markets;



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identifying, incubating and scaling Adjacent Businesses;



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leveraging real estate;



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talent development; and



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safety and security initiatives.



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In addition, each executive's short-term incentive bonus may be increased or decreased by as much as 25% of the target based on such executive's contribution to the measures above and performance against specific individual goals and objectives, including items such as the development and execution of business, organizational and marketing strategies with the objective to increase revenue and Adjusted OIBDA and progress toward our multi-year strategic objectives.

Financial Performance

        Performance against financial targets in 2015 was determined based on the matrix below, which is unchanged from 2014. In developing the matrix, the Compensation Committee sought to first ensure achievement of Adjusted OIBDA targets and then reward overachievement when both revenue and Adjusted OIBDA exceed target levels. The Compensation Committee selected a maximum payout of 150% of target to be consistent with market practice but structured the matrix such that maximum payout was achieved only when revenue and Adjusted OIBDA exceeded levels that the Compensation Committee considered exceptional performance based on the difficulty of the annual operating plan and recent Company performance.