UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to

Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x☒                          Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

		Sealed Air Corporation 8215 Forest Point 2415 Cascade Pointe Boulevard Charlotte, NC 28273 North Carolina 28208

April 8, 20165, 2018

Dear Fellow Stockholder:

It is my pleasure to invite you to attend the Annual Meeting of Stockholders of Sealed Air Corporation scheduled to be held on Thursday, May 19, 201617, 2018, at 10:00 a.m., Eastern Time,daylight time. We are pleased to announce that this year’s Annual Meeting will be a “virtual meeting.” Each stockholder will be able to participate in the Annual Meeting – including casting votes and submitting questions – by accessing a live webcast atwww.virtualshareholdermeeting.com/SEE2018 and entering the Crowne Plaza Charlotte Executive Park at 5700 Westpark Drive, Charlotte, North Carolina 28217. Your Board16-digit control number included on the stockholder’s Notice of Directors and senior management look forward to greeting you atInternet Availability of Proxy Materials or proxy card.

During the meeting.

At this meeting, youAnnual Meeting, stockholders will be asked to elect the entire Board of Directors, of Sealed Airto amend and restate our 2014 Omnibus Incentive Plan, and to ratify the selectionappointment of Ernst & Young LLP as our independent registered public accounting firmauditor for 2016. In addition, you2018. We also will be askedasking stockholders for an approval, by an advisory vote, to approveof our 2017 executive compensation as disclosed in the proxy statement.Proxy Statement for the Annual Meeting. These matters are important, and we urge you to vote in favor of the election of each of the director nominees, our executive compensationthe amendment and restatement of the 2014 Omnibus Incentive Plan, the ratification of the appointment of our independent auditor.auditor, and the approval of our 2017 executive compensation.

For your convenience, we are also offering a webcast of the meeting. If you choose to follow the meeting via webcast, go to http://sealedair.com/investors shortly before the meeting time and follow the instructions to join the event. We will also provide a replay of this meeting for your reference.

This year, as in 2015, we are again taking advantage of the Securities and Exchange Commission rule that allows us to furnishfurnishing proxy materials to our stockholders over the Internet. Thise-proxy process expedites stockholders’ receipt of proxy materials, lowers our costs and reduces the environmental impact of ourthe Annual Meeting. Today we sent to most of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 2016 proxy statementProxy Statement for the Annual Meeting and 2015 annual report andour 2017 Annual Report to Stockholders, as well as how to vote via the Internet. Other stockholders will receive a copycopies of the Proxy Statement, a proxy statementcard and annual reportthe 2017 Annual Report by mail ore-mail.

Regardless of the number of shares of common stock you own, itIt is important that you vote your shares of common stock in person or by proxy.proxy, regardless of the number of shares you own. You will find the instructions for voting on theyour Notice of Internet Availability of Proxy Materials or proxy card. We appreciate your prompt cooperation.attention.

The Board of Directors invites you to participate in the Annual Meeting so that management can discuss business trends with you, listen to your suggestions and answer your questions. Thank you for your continuing support, and we look forward to joining you at Sealed Air’s first webcast stockholder meeting.

Sincerely,

Edward L. Doheny II

President and Chief Executive Officer

Notice of Annual Meeting of Stockholders

Sealed Air Corporation, a Delaware corporation (“Sealed Air”), will hold its Annual Meeting of Stockholders (the “Annual Meeting”) on May 17, 2018, at 10:00 a.m., Eastern daylight time. Each stockholder may participate in the Annual Meeting, including casting votes and submitting questions during the Annual Meeting, by accessing a live webcast atwww.virtualshareholdermeeting.com/SEE2018 and then using the16-digit control number provided on the Notice of Internet Availability of Proxy Materials or proxy card being delivered to the stockholder.

The purposes for the Annual Meeting are to consider and vote upon:

The Board of Directors has fixed the close of business on March 19, 2018 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. Sealed Air is making available or mailing its 2017 Annual Report to Stockholders to all stockholders of record as of the record date. Additional copies of the 2017 Annual Report are available upon written request to the Corporate Secretary at Sealed Air Corporation, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28208.

Because it is important that as many stockholders as possible be represented at the Annual Meeting, stockholders should review the attached Proxy Statement promptly and carefully and then vote. A stockholder may vote by following the instructions for voting set forth on the Notice of Internet Availability of Proxy Materials or proxy card. A stockholder who receives a paper copy of the proxy card by mail will also receive a postage-paid, addressed envelope that can be used to return the completed proxy card. A stockholder who joins the Annual Meeting may vote electronically at the Annual Meeting.

Sealed Air will maintain a list of stockholders of record as of the record date at Sealed Air’s corporate headquarters, 2415 Cascade Pointe Boulevard, Charlotte, North Carolina, for a period of ten days prior to the Annual Meeting.

On behalf of yourthe Board of Directors, we thank you for your ongoing support.

Sincerely,THOMAS C. LAGALY

Vice President, Acting General Counsel and Secretary

Jerome A. Peribere

President and

Chief Executive Officer

SEALED AIR CORPORATION

8215 Forest Point Boulevard

Charlotte, North Carolina 28273

April 5, 2018

		Sealed Air Corporation 2415 Cascade Pointe Boulevard Charlotte, North Carolina 28208

Proxy Statement dated April 8, 20165, 2018

For the 20162018 Annual Meeting of Stockholders

General Information

We areSealed Air Corporation, a Delaware corporation, is furnishing this Proxy Statement and related proxy materials in connection with the solicitation by theits Board of Directors of Sealed Air Corporation (“Sealed Air,” the “Company,” “we,” “us” or “our”), a Delaware corporation, of proxies to be voted at our 2016its 2018 Annual Meeting of Stockholders and at any adjournments. We areSealed Air Corporation is providing these materials to the holders of Sealed Airrecord of its common stock, par value $0.10 per share. We areshare, as of the close of business on March 19, 2018 and is first making available or mailing the materials on or about April 8, 2016 to stockholders of record at the close of business on March 21, 2016.5, 2018.

The Annual Meeting is scheduled to be held:held by webcast as follows:

Your vote is important. Please see the detailed information that follows.

Contents

Questions and Answers about the Annual Meeting

These materials were first made available on the Internet or mailed to stockholders on or about April 5, 2018.

Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, we have mailed aThe Notice of Internet Availability of Proxy Materials that will telltells you how to access and review all of the proxy materials on the Internet. The notice also tells youInternet and how to vote on the Internet. IfThe Notice also provides instructions you would likemay follow to receive arequest paper or e-mail copye-mailed copies of our proxy materials, you should follow the instructions for requesting such materials in the notice.materials.

If you requested or receive printed versions1. Election of these materials by mail, these materials also include the proxy card for the Annual Meeting.

The ten nominees are:

Michael Chu

Lawrence R. Codey

Patrick Duff

Jacqueline B. Kosecoff

Neil Lustig

Kenneth P. Manning

William J. Marino

Jerome A. Peribere

Richard L. Wambold

Jerry R. Whitaker

As a result, a total of 166,512,914 votes will be eligible to be cast on each proposal at the Annual Meeting.

An organization that holds your beneficially owned shares in street name will vote in accordance with the instructions you provide. If you do not provide the organization with specific voting instructions with respect to a proposal, under the rules of the New York Stock Exchange the organization’s authority to vote your shares will depend upon whether the proposal is considered a “routine” ornon-routine matter.

For the purpose of determining a quorum, we will treat as present at the Annual Meeting any proxies that are voted on any of the four proposals to be acted upon by the stockholders, including abstentions or proxies containing brokernon-votes.

Beneficial owners of shares held in “street name” may vote by following the voting instructions provided to you by your bank or broker or other nominee.

You may also vote in person at the Annual Meeting as described below.

http://proxyreport.sealedair.com

Q:	May I change my vote? May I revoke my proxy?

If you hold shares in street name, you may vote your shares of our common stock by following the voting instructions provided by your bank, broker or other nominee. In general, you may vote prior to the Annual Meeting as follows:

IfFor your information, voting via the Internet is the least expensive to Sealed Air, followed by telephone voting, with voting by mail being the most expensive. Also, you hold sharesmay help us to save the expense of the Company through Sealed Air’s Profit-Sharing Plan or Sealed Air’s 401(k) Thrift Plan, please refer to the next question and answer.a second mailing if you vote promptly.

If you are a beneficial owner of shares held in street name, you should contact your bank, broker or other nominee for instructions as to whether, and how, you can change or revoke your proxy.

Directors on all mattersfour proposals presented in this proxy statementProxy Statement and as the proxy holdersProxy Committee may determine in theirits discretion foron any other matters properly presented for a vote at the meeting.Annual Meeting.

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions to the broker, bank or other organization that is the stockholder of record of your shares, the organization that holds your sharesgenerally may generally vote on routine matters but cannot votenot onnon-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is referred to as a “broker non-vote.” The only routine matter expected to be voted on at the Annual Meeting is the ratification of the appointment of our independent auditor for 2018 (Proposal 3). If the independent auditor.organization does not receive instructions from you on how to vote your shares on one or more of Proposals 1, 2 and 4, your shares will be subject to a brokernon-vote and no vote will be cast on those matters. See “Q. What does it mean for a broker or other nominee to hold shares in ‘street name’?” above.

Vote Required for Election or Approval

Introduction

Sealed Air’s only voting securities areAs of the outstanding shares of our common stock. As ofrecord date, which is the close of business on March 21, 2016, 196,720,36819, 2018, 166,511,216 shares of common stock were outstanding, each of which is entitled to one vote at the Annual Meeting. OnlyIn addition, holders of record of W.R. Grace & Co. common stock at the close of business onissued prior to March 21, 2016,31, 1998 and outstanding at the record date will have an aggregate of 1,698 votes on each proposal at the Annual Meeting, which means there will be entitleda total of 166,512,914 votes eligible to notice of, and to votebe cast at the Annual Meeting. A majority of the outstanding shares of common stockHolders who are present in person or represented by proxy and entitled to vote on any matterswho hold shares representing a majority of the votes eligible to be considered at the Annual Meetingcast will constitute a quorum for the transaction of business at the Annual Meeting. For the purpose of determining a quorum, we will treat as present at the meetingAnnual Meeting any proxies that are voted on any matter to be acted upon by the stockholders, as well as abstentions or any proxies containing brokernon-votes.

Proposal 1.    Election of Directors: Majority Vote RequirementDirectors

Each director will be elected by a vote of the majority of the votes cast with respect to that director, where a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” the director. We will not count shares voted to “abstain” for the purpose of determining whether a director is elected. Similarly, brokernon-votes will not have any effect on the outcome of the election of directors since brokernon-votes are not counted as “votes cast.”

Under the Company’sour Certificate of Incorporation, itsour Bylaws and the Delaware General Corporation Law, a director holds office until a successor is elected and qualified or until his or her earlier resignation or removal. Each of the nominees currently serves as one of our directors. If any of the nominees that is currently in office is not elected at the Annual Meeting, then the Bylaws provide that the director shall offer to resign from ourthe Board of Directors. The Nominating and Corporate Governance Committee will make a recommendation to ourthe Board whether to accept or reject the resignation, or whether other action should be taken. OurThe Board will consider and act on the recommendation of the Nominating and Corporate Governance Committee and publicly disclose its decision and the rationale behind it within 90ninety days from the date of the certification of the election results. The director who offers his or her resignation will not participate in the decision of the Nominating and Corporate Governance Committee or of the Board of Directors.Board. If the Board of Directors accepts such resignation, then the Board canmay fill the vacancy resulting from that resignation or canmay reduce the number of directors that constitutes the entire Board of Directors so that no vacancy exists.

Advisory Vote to Approve Our Executive CompensationProposal 2.    Amendment and Restatement of 2014 Omnibus Incentive Plan

The advisory vote to approveamendment and restatement of our executive compensation2014 Omnibus Incentive Plan must be affirmatively approved by the affirmative vote of the holders of a majority of the shares of common stockvotes entitled to votebe cast and present in person or represented by proxy at the Annual Meeting. Abstentions will count as votes against this proposal since shares with respect to which the stockholder abstains will be deemed present and entitled to vote. Brokernon-votes will have no effect on the outcome of this proposal since such shares willbrokernon-votes are not be deemed entitled to vote.counted as “votes cast.”

Proposal 3.    Ratification of Ernst & Young LLP as OurAppointment of Independent Registered Public Accounting firmAuditor for 20162018

The ratification of Ernst & Young LLP as our independent registered public accounting firmauditor for 2016the year ending December 31, 2018 must be affirmatively approved by the affirmative vote of the holders of a majority of the shares of common stockvotes entitled to votebe cast and present in person or represented by proxy at the Annual Meeting. Abstentions will be deemed present and, therefore, will count as votes against this proposal. Because this proposal is considered a routine matter, therediscretionary votes by brokers will not be any broker non-votescounted.

Proposal 4.     Approval of 2017 Executive Compensation on this proposal.

Other Mattersan Advisory Basis

Any other matters considered at the Annual MeetingThe advisory vote to approve our 2017 executive compensation must be affirmatively approved by the affirmative vote of the holders of a majority of the shares of common stockvotes entitled to votebe cast and present in person or represented by proxy at the Annual Meeting. Abstentions will count as votes against this proposal, since shares with respect to which the holder abstains will be deemed present and entitled to vote. Brokernon-votes will have no effect on the outcome of this proposal, since brokernon-votes are not counted as “votes cast.”

Corporate Governance

Corporate Governance Guidelines

The Board of Directors has adopted and operates under Corporate Governance Guidelines that reflect our current governance practices in accordance with applicable statutory and regulatory requirements, including those of the Securities and Exchange Commission, or SEC, and the New York Stock Exchange, or NYSE. The Corporate Governance Guidelines are available on our web sitewebsite atwww.sealedair.comwww.sealedair.com..

Independence of Directors

Under the Corporate Governance Guidelines and the requirements of the NYSE, the Board of Directors must consist of a majority of independent directors. The Board annually reviews the independence of allnon-employee directors. The Board has established categorical standards consistent with the corporate governance standards of the NYSE to assist it in making determinations of the independence of Board members. We have attached a copy of our current director independence standardsStandards for Director Independence to this Proxy Statement as Annex A and also posted a copy on our web sitewebsite atwww.sealedair.com. These categorical standards require that, to be independent, a director may not have a material relationship with the Company.Sealed Air. Even if a director meets all categorical standards for independence, the Board reviews other relationships with the CompanySealed Air in order to conclude that each independent director has no material relationship with the CompanySealed Air either directly or indirectly.

The Board has determined that the following director nominees are independent: Michael Chu, LawrencePatrick Duff, Henry R. Codey, Patrick Duff,Keizer, Jacqueline B. Kosecoff, Neil Lustig, Kenneth P. Manning, William J. Marino, Richard L. Wambold and Jerry R. Whitaker. In evaluating the independence of the non-employee director nominees, the Board considered the following transactions, relationships or arrangements:

Code of Conduct

For many years, weWe have had a Code of Conduct applicable to the Companyall directors, officers and employees of Sealed Air and its subsidiaries. The Code of Conduct applies to all of our employees and to our officers and directors. We also have a supplemental Code of Ethics for Senior Financial Executives that applies to our Chief Executive Officer or CEO, Chief Financial

Officer or CFO, Controller, Treasurer and all other employees performing similar functions. We have posted the texts of the Code of Conduct and the Code of Ethics for Senior Financial Executives on our web sitewebsite atwww.sealedair.com. We will post any amendments to the Code of Conduct and the Code of Ethics for Senior Financial Executives on our web site.website. In accordance with the requirements of the SEC and the NYSE, we will also post waivers applicable to any of our officers or directors from provisions of the Code of Conduct or the Code of Ethics for Senior Financial Executives on our web site.website. We have not granted any such waivers.waivers to date.

Board Oversight of Risk

The Board of Directors is actively involved in oversight of risks that could affect the Company.Sealed Air. While the Audit Committee oversees our major financial risk exposures and the steps we have taken to monitor and control such exposures, and the Organization and Compensation Committee considers the potential of our executive compensation programs to raise material risks to the Company,Sealed Air, the Board as a whole is responsible for oversight of our risk management processes and our enterprise risk management program. The Board regularly discusses risk management with Managementmanagement and among the Directorsdirectors during meetings.

Communicating with Directors

Stockholders and other interested parties may communicate directly with thenon-management directors of the Board of Directors by writing toNon-Management Directors, c/o Corporate Secretary, at Sealed Air Corporation, 8215 Forest Point2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28273,28208, or by sending an email to

directors@sealedair.com. In either case, the Chairman of ourthe Board will be notified of all such correspondence as appropriate and will communicate with the other directors as appropriate about the correspondence. We have posted information on how to communicate with thenon-management directors on our web sitewebsite atwww.sealedair.com.www.sealedair.com.

Board Leadership Structure

Mr.William J. Marino, who is not standing forre-election at the Annual Meeting, was elected as the Chairman of the Board of Directors in May 2014.2014 and will continue in that role through the Annual Meeting. The Chairman presides at meetings of the Board of Directors at which he or she is present and leads the Board of Directors in fulfilling its responsibilities as specified in the Bylaws. The Chairman has the right to call special and emergency meetings. The Chairman serves as the liaison for interested parties who request direct communications with the Board of Directors.Board.

Notwithstanding the appointment of a Chairman, the Board considers all of its members responsible and accountable for oversight and guidance of its activities. All directors have the opportunity to request items to be included on the agendas of upcoming meetings.

The Board of Directors believes having an independent chair is beneficial in that it ensures that management is subject to independent and objective oversight and the independent directors have an active voice in the governance of the Company.Sealed Air. The leadership structure is reviewed annually as part of the Board’s self-assessment process, and changes may be made in the future to reflect the Board’s composition as well as our needs and circumstances.

Board of Directors Overview

Under our Bylaws and the Delaware General Corporation Law, and the Company’s Bylaws, our business and affairs are managed by or under the direction of the Board of Directors, which delegates some of its responsibilities to its Committees and to management.Committees.

The Board of Directors generally holds sixfive regular meetings per year and meets on other occasions when circumstances require. Directors spend additional time preparing for Board and Committee meetings, and we may call upon directors for advice between meetings. Also, weWe encourage our directors to attend director education programs.

The Corporate Governance Guidelines adopted by the Board provide that the Board will meet regularly in executive session without management in attendance. The Chairman of the Board presides at each

executive session. The Chairman’s designee or the chair of the Nominating and Corporate Governance Committee serves as the presiding director if the Chairman of the Board is unable to serve.

Under the Corporate Governance Guidelines, we expect directors to regularly attend meetings of the Board and of all Committees on which they serve and to review the materials sent to them in advance of those meetings. We expect nominees for election at each annual meetingAnnual Meeting of stockholders to attend the Annual Meeting. AllEach of the eight nominees for electionre-election at the Annual Meeting this year currently serve as directors ofattended the Company. All of the nominees for election at the2017 Annual Meeting this year who are currently directors attended the 2015 Annual Meeting.of Stockholders.

During 2015,2017 the Board of Directors held seventwelve meetings, excluding actions by unanimous written consent, and held fourfive executive sessions and sixfive executive sessions with only independent directors. Each current member of the Board of Directors attendeddirector participated in at least 7580 percent of the aggregate number of meetings of the Board of Directors and of the Committees of the Board on which the director served during 2015.2017.

The Board of Directors maintains an Audit Committee, a Nominating and Corporate Governance Committee, and an Organization and Compensation Committee. The members of these Committees consist only of

independent directors. The Board of Directors has adopted charters for each of the Committees, which are reviewed annually by eachthe Committee and the Board of Directors.Board. The Committee charters are available on our web sitewebsite atwww.sealedair.com.www.sealedair.com.

Audit Committee

The principal responsibility of the Audit Committee is to assist the Board of Directors in fulfilling itsthe Board’s responsibilities for monitoring and overseeing:

Our independent auditor is ultimately accountable to the Audit Committee. The Audit Committee has the ultimate authority and responsibility to select, evaluate, approve terms of retention and compensation of, and, where appropriate, replace the independent auditor, subject to ratification of the selection of the independent auditor by our stockholders at the Annual Meeting.auditor.

The current members of the Audit Committee are Mr.Jerry R. Whitaker, who serves as chair, and Messrs.Lawrence R. Codey, Patrick Duff and Manning,Henry R. Keizer, as well as Mr.William J. Marino, who serves ex officio. OurMessrs. Codey and Marino are not standing forre-election at the Annual Meeting. The Board of Directors has determined that each current member of the Audit Committee is independent, as defined in the listing standards of the NYSE, is financially literate, and is an audit committee financial expert in accordance with the standards of the SEC. The Audit Committee held sixteen meetings in 2017, excluding actions by unanimous written consent. During 2017 the Audit Committee met privately with representatives of Ernst & Young LLP, our independent auditor, on five occasions, met privately with our head of Internal Audit on five occasions, met privately with our management on seven occasions, and held four executive sessions with onlynon-employee directors in attendance. Each member participated in at least 75% of the aggregate number of meetings of the Audit Committee during 2017. No director is eligible to serve on the Audit Committee if that director simultaneously serves on the audit committees of three or more other public companies. The Audit Committee held thirteen meetings in 2015, excluding actions by unanimous written consent. During 2015, the Audit Committee met privately with representatives of the independent auditors of Sealed Air, KPMG LLP (predecessor) and Ernst & Young LLP on five occasions, met privately with the Company’s head of Internal Audit on four occasions, met privately with the Company’s management on four occasions, and held three executive sessions with only non-employee directors in attendance.

Nominating and Corporate Governance Committee

The principal responsibilities of the Nominating and Corporate Governance Committee are to:

The current members of the Nominating and Corporate Governance Committee are Mr.Patrick Duff, who serves as chair, and Messrs.Jacqueline B. Kosecoff, Neil Lustig Manning and Jerry R. Whitaker, and Dr. Kosecoff, as well as Mr.

William J. Marino, who serves ex officio. OurMr. Marino is not standing forre-election at the Annual Meeting. The Board of Directors has determined that each current member of the Nominating and Corporate Governance Committee is independent, as defined in the listing standards of the NYSE. The Nominating and Corporate Governance Committee held five meetings in 2015,2017, excluding actions by unanimous written consent. During 2015,2017, the Nominating and Corporate Governance Committee held onefour executive sessionsessions with onlynon-employee directors in attendance. Each member participated in all of the meetings of the Nominating and Corporate Governance Committee during 2017.

The Nominating and Corporate Governance Committee has the sole authority to retain, oversee and terminate any consulting or search firm to be used to identify director candidates or assist in evaluating director compensation and to approve any such firm’s fees and retention terms. Starting in lateSince 2010 the Nominating and Corporate Governance Committee has engaged Frederic W. Cook & Co., Inc. (“, or FW Cook, & Co.”) to advise the Nominating and Corporate Governance Committee on director compensation. FW Cook & Co. also advises the Organization and Compensation Committee regarding executive compensation.

The Nominating and Corporate Governance Committee will consider director nominees recommended by our stockholders in accordance with a policyour Policy and Procedure for Stockholder Nominations to the Board adopted by the Committee.Committee and approved by the Board, a copy of which is attached to this Proxy Statement as Annex B and posted on our website atwww.sealedair.com. Recommendations should be submitted to theour Corporate Secretary of the Company in writing at Sealed Air Corporation, 8215 Forest Point2415 Cascade Pointe Boulevard, Charlotte, North Carolina 28273,28208, along with additional required information about the nominee and the stockholder making the recommendation. A copy of the policy is attached to this Proxy Statement as Annex B and posted on our web site atwww.sealedair.com. Information on qualifications for nominations to the Board and procedures for stockholder nominations to the Board is included below under “Director“Proposal 1. Election of Directors—Director Qualifications” and “Identifying“—Identifying and Evaluating Nominees for Directors.”

Organization and Compensation Committee

The principal responsibilities of the Organization and Compensation Committee, which we refer to as the Compensation Committee, are to assist the Board of Directors in fulfilling its responsibilities relating to: