PROPOSAL 4:
Management Proposal Regarding the Annual Election of Directors
Currently, the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) of the Company provides for a staggered Board divided into three classes of directors, with each class elected for a three-year term.
After considering the advantages and disadvantages of declassification, including the opinion of major investors of the Company and views of commentators, the Board has determinedreasons set forth below, does not believe that it is in the best interests of the Company and its shareholders,
and unanimously recommends a vote “AGAINST” the proposal. We are working toward setting attainable targets for GHG reduction that are tied to amendidentified projects.
Earlier this year we announced that we are working towards setting GHG reduction targets tied to identified projects, information that was shared with the Certificateproponent during our engagement. We believe that we have a dual challenge of Incorporationproviding affordable, abundant, reliable energy to the world and also addressing the global climate challenge. Phillips 66 is committed to doing both while continuing to deliver shareholder returns.
The Company manages GHG emissions, use of renewable energy, energy efficiency and capital investments on a facility-by-facility basis. The array of assets within our diversified portfolio makes this management approach most efficient. Experience with each facilities’ configuration is an important factor in determining the best way to reduce emissions. Over the last several years, local facility management has integrated a variety of energy efficiency practices into operations to reduce energy consumption and reduce GHG emissions.
For example, at our refineries, we capitalize on opportunities such as improvements in heat exchange or recovery, furnace controls and steam optimization. Over the last five years, five of our refineries have received U.S. Environmental Protection Agency ENERGY STAR® certifications for being among the most energy-efficient plants in our industry. Seven of our refineries have associated cogeneration units. Cogeneration is the use of a single fuel source to produce both electricity and heat simultaneously. The process helps us meet our manufacturing needs and convert heat that would otherwise be lost to the environment into thermal energy to power our process equipment. We also voluntarily achieved Leadership in Energy & Environmental Design (LEED) Platinum certification, the highest level of such certification, for our headquarters building in Houston, Texas, demonstrating energy savings, carbon dioxide emissions reduction, and water efficiency.
We believe that setting a company-wide goal for the reduction of GHG emissions, as requested by the proposal, does not allow local facility management the full flexibility that is necessary to reduce environmental impact, increase energy efficiency and employ renewable energy at their facilities in an economic and efficient manner. We believe that our current approach, which allows local management to institute the best initiatives for their facilities and is focused on specific projects that will lower emissions, is more meaningful than setting aspirational and possibly arbitrary company-wide targets.
Our commitment to advancing a lower-carbon future is reflected in changes to our compensation programs.
As described in the Compensation Discussion and Analysis beginning on page 27, the Compensation Committee of our Board introduced two new metrics into our annual compensation program, “Low-Carbon Priorities” and “GHG Priorities.” The first metric is focused on lower-carbon investments, optimization and innovation, while the second metric is focused on manufacturing emissions intensity. These changes were made to reinforce our focused efforts to advance a lower-carbon economy. Our compensation programs are designed to drive desired behaviors and results, and we believe that including these metrics in our Variable Compensation Incentive Program, including for 2021 performance, demonstrates our commitment in these areas.
We are making investments that advance a lower carbon future and are focusing on technologies that support energy transition.
We agree with the proponent that action by companies is needed and that Phillips 66 can thrive in the energy transition. To that end, we have already acted and invested, with plans to continue and build on what we have already done. Earlier in 2021, we announced a new organization within Phillips 66, Emerging Energy, tasked with establishing a lower-carbon, sustainable business platform. The organization is meant to coordinate on an
68 PHILLIPS 66 PROXY STATEMENT 2021 | |
SHAREHOLDER PROPOSALS
enterprise-wide basis all of our existing investments, work with our Energy Research and Innovation team to commercialize and implement energy technology within our operations and portfolio of assets, and build on those efforts. Outlined below are examples of our work to support the energy transition and lower our Scope 1, Scope 2 or Scope 3 emissions that are already completed or underway.
Operations:
| · | We are converting our San Francisco Refinery to a renewable fuels facility that, upon completion, is expected to have 800 million gallons per year of renewable fuel production capacity, reduce the facility’s GHG emissions by 50%, and be one of the world’s largest renewable fuels facilities |
| · | We are progressing an industrial scale renewable hydrogen project at Humber Refinery |
| · | We are jointly developing a carbon capture project to capture emissions from the Humber Refinery and associated local industry |
| · | We are evaluating solar and wind energy to power our pipelines and refineries |
| · | We are developing energy improvement projects and evaluating construction of cogeneration units to achieve ENERGY STAR® certification at all our refineries |
| · | We have piloted solid oxide fuel cells technology in Wyoming to power cathodic protection through pipelines to maintain asset integrity |
| · | We are utilizing GHG offsets, such as forestry protocols, to support projects designed to mitigate carbon dioxide emissions |
Products:
| · | We are producing renewable diesel from used cooking oil at our Humber Refinery, with plans to further expand capacity by 2024 |
| · | We have entered into agreements for supply and offtake at two third-party renewable diesel facilities under construction in Nevada |
| · | We have increased marketing of low carbon fuels on the U.S. West Coast |
| · | We installed a hydrogen pump station in Switzerland, with plans to annually add more stations |
| · | We produce and supply feedstock that is used to make anodes and lithium-ion batteries for electric vehicles (EVs) and electronic devices, which also is used to increase productivity of steel recycling |
| · | We have developed and are manufacturing fluids and lubricants for motors and battery packs in EVs and are producing low viscosity heavy duty engine oil to improve fuel economy |
Implementing the proposal would not provide incremental benefits to the Company or its shareholders.
Phillips 66 recognizes the climate challenge and agrees with the proponent that the reduction of GHG emissions is an important issue. The Company maintains its commitment to the reduction of GHG emissions by (i) making investments and growing our business to support a lower carbon future; (ii) pursuing internal efforts to reduce emissions through energy efficiency; (iii) including new metrics in our annual compensation program that support low carbon and GHG priorities; (iv) continuing to develop innovative technologies that can play a role in the energy transition; and (v) voluntarily reporting our Scope 1 and Scope 2 GHG emissions.
In light of our evidenced continuing commitment to GHG reductions and reporting, the Board believes implementing the proposal would not be additive to the work already underway and is unnecessary to further these efforts. The Board recommends a vote “AGAINST” this proposal.
| PHILLIPS 66 PROXY STATEMENT 2021 69 |
SHAREHOLDER PROPOSALS
PROPOSAL 6: SHAREHOLDER PROPOSAL REGARDING REPORT ON CLIMATE LOBBYING
Resolved: Shareholders request that the Board of Directors conduct an evaluation and issue a report within the next year (at reasonable cost, omitting proprietary information) describing if, and how, Phillips 66’s lobbying activities (direct and through trade associations) align with the goal of limiting average global warming to well below 2 degrees Celsius (the Paris Climate Agreement’s goal). The report should also address the risks presented by any misaligned lobbying and the By-Lawscompany’s plans, if any, to mitigate these risks.
Supporting Statement: According to the November 2019 “Emissions Gap Report” issued by the United Nations Environment Programme, critical gaps remain between the commitments national governments have made and the actions required to prevent the worst effects of climate change. Companies have an important and constructive role to play in enabling policy- makers to close these gaps.
Corporate lobbying activities that are inconsistent with meeting the goals of the CompanyParis Climate Agreement, however, present regulatory, reputational, legal and financial risks to declassifyinvestors. These efforts also exacerbate systemic risks to our economies, as delays in implementation of the Paris Climate Agreement increase the physical risks of climate change - as we have seen in abundance in 2020 with wildfires and severe storms - and introduce uncertainty and volatility into our portfolios. We believe that Paris Climate Agreement-aligned climate lobbying helps to mitigate these risks, and contributes positively to the long-term value of our investment portfolios.
Of particular concern are the trade associations and other politically active organizations that speak for business but, unfortunately, too often present forceful obstacles to progress in addressing the climate crisis.
As investors, we view fulfillment of the Paris Climate Agreement’s agreed goal—to hold the increase in the global average temperature to “well below” 2°C above preindustrial levels, and to pursue efforts to limit the temperature increase to 1.5°C—as an imperative. We are convinced that unabated climate change will have a devastating impact on our clients, plan beneficiaries, and the value of their portfolios. We see future “business as usual” scenarios of a 3-4°C or greater increase in the global average temperature as both unacceptable and uninvestable.
In 2019, two hundred institutional investors managing $6.5 trillion wrote to Phillips 66, seeking information on how the company is managing this critical governance issue. Insufficient information is presently available to help investors understand whether Phillips 66 works to ensure that its lobbying activities, directly, in the company’s name, and indirectly, through trade associations, align with the Paris Climate Agreement’s goals, and whether Phillips 66 takes any action to address any misalignments it has found. We believe Philips 66’s reply was not responsive to this request.
Thus, we urge the Board overand management to assess the next three years. This will result in a fully declassified Board by the 2021 Annual Meeting of Shareholders.company’s climate related lobbying and report to shareholders.
70 PHILLIPS 66 PROXY STATEMENT 2021 | |
SHAREHOLDER PROPOSALS
BOARD OF DIRECTOR’S RESPONSE TO PROPOSAL 6
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE“AGAINST” PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD OF DIRECTORS.
6.The affirmative voteBoard has carefully considered this proposal and, for the reasons set forth below, does not believe that it is in the best interests of the holdersCompany and its shareholders, and unanimously recommends a vote “AGAINST” the proposal.
Phillips 66’s governance policies provide for effective oversight of 80 percentits political activities.
The Board fully supports accountability, appropriate transparency, and disclosure of lobbying activities and expenditures. Our Board’s Public Policy and Sustainability Committee (PPSC), which oversees our polices, programs and practices regarding environmental protection and our sustainability programs and initiatives, also has oversight of our lobbying and political engagements. These matters are under the purview of the outstanding sharesPPSC as part of common stock entitledits oversight responsibility for the Company’s global reputation and political trends and risks.
The Company follows an internal review and oversight process to ensure its public policy positions are aligned with its lobbying activities. Regular reviews of public policy issues of significance are provided to senior management and to the PPSC. Company positions on key issues are made public through a variety of sources, including our Sustainability Report, with climate change disclosures and analysis, SEC filings, and press releases, all of which are available on our website at www.phillips66.com. Our lobbying and political contributions support the Company strategy and are consistent with publicly available positions.
Our Political Giving and Activities Policy, which also is publicly available on our website, clearly provides that only certain employees are authorized to execute the Company’s political activities, including lobbying. Our well-established processes provide effective oversight of our political activities, including lobbying.
Phillips 66 already provides comprehensive political and lobbying disclosure.
Phillips 66 publicly reports, on a quarterly basis, to the U.S. Congress its federal lobbying expenses and the specific issues lobbied. The total figure reported in Phillips 66’s public Lobbying Disclosure Act (LDA) filings includes expenses associated with the costs of employee federal lobbying, as well as those portions of payments to trade associations, coalitions and think tanks that are spent on federal lobbying. The LDA filings disclose Phillips 66’s lobbying expenditures, describe legislation and general issues that were the topic of communication, and identify the individual who lobbied on behalf of Phillips 66. All of these filings are accessible to the general public on the U.S. Senate website at www.senate.gov. Phillips 66 also files similar periodic reports with state agencies and publicly provides links to Company filings or state search tools if direct links are not possible. Furthermore, Phillips 66, and its employees involved in lobbying, file lobby disclosure reports at the federal, state and local level, in accordance with all applicable disclosure laws.
As part of our overall effort to promote political transparency and accountability, Phillips 66 publishes a semiannual voluntary report of political contributions. Included in this report are (i) contributions to section 527 organizations; (ii) contributions to individual candidates for state and local office; (iii) portions of dues or similar payments to trade associations, 501(c)(3) organizations that develop model legislation and section 501(c)(4) organizations to the extent the dues or other payments equal or exceed $50,000 and are attributable to political purposes; and (iv) a link to all contributions by Phillips 66 for the prior five years.
Requiring additional disclosure would hold Phillips 66 to a different standard than other groups engaging in similar lobbying activities.
Phillips 66 participation in the political process is in the best interest of shareholders.
We recognize that among trade association members there can be viable viewpoints that differ from ours. When this occurs, we seek to work with the association membership to promote reasonable compromise on major initiatives affecting us and our stakeholders. Company contribution to or participation in trade associations, including membership on a trade association board, does not mean that the Company agrees with every position a
| PHILLIPS 66 PROXY STATEMENT 2021 71 |
SHAREHOLDER PROPOSALS
trade association takes on an issue and from time to time our corporate positions may differ from those of the trade association of which we are members. Annually, the Company reviews the merits of each organization in which it is involved and assesses whether to sustain or withdraw support.
Phillips 66 is committed to adhering to the highest standards of ethics in engaging in any government relations activities. Phillips 66 is highly regulated and significantly impacted by public policy decisions at the local, state, and federal levels. As such, the Board believes that Phillips 66's public policy engagement is essential to protect the interests of Phillips 66, our customers, employees, shareholders, and communities. Participation in public policy dialogues includes contributing to organizations that advocate positions that support the interests of Phillips 66, our customers, employees, shareholders, and communities. These organizations include industry trade associations that serve important non-political purposes, including helping to address business, technical, and standard-setting issues. We believe it is important to participate in trade organizations' public policy discussions so that important decisions that may affect our business, customers, and shareholders are not made without our position being heard.
Phillips 66 is fully compliant with all state and federal laws governing corporate lobbying activities. In addition to the disclosures we are required to provide by law, Phillips 66 also voluntarily discloses additional information semiannually in a report which is posted directly on our website. In 2020, in response to feedback we received during our shareholder engagements, Phillips 66 increased its disclosures regarding contributions to candidates, political parties, and 527 Committees, including disclosure of multiple years of Company contributions. In 2020, the Center for Political Accountability’s Zicklin Index of Corporate Political Accountability and Disclosure, which benchmarks the political disclosure and accountability policies and practices of leading U.S. companies, recognized the quality of our disclosures and ranked Phillips 66 among the “Trendsetters” of S&P 500 companies. Disclosing this information in one report allows the information to be more easily accessed and viewed by our shareholders. Providing a separate report that reflects trade association positions at a particular moment in time is not efficient use of Company resources.
Existing disclosure laws provide consistent transparency for all parties involved in the political process. As such, the Board believes the proponent’s specific requests regarding lobbying disclosures are more appropriately addressed to the federal or state governmental branches that regulate these disclosures.
72 PHILLIPS 66 PROXY STATEMENT 2021 | |
ADDITIONAL INFORMATION
ADDITIONAL INFORMATION
ABOUT THE ANNUAL MEETING
Why am I receiving these proxy materials?
We have made these materials available to you or delivered paper copies to you by mail because you are a Phillips 66 shareholder of record as of March 17, 2021, and Phillips 66’s Board of Directors is soliciting your proxy to vote is required to approve this proposal. We submitted this proposal in 2015 and 2016 and, while it received significant support, it did not receive the 80 percent vote required for adoption. Because brokers may not cast a vote on this proposal without your instruction, it is very important that you vote your shares.
The proposed amendment to the Certificate of Incorporation would eliminate the classification of the Board over a three-year period and provide for the annual election of all directors beginningshares at the 2021
Annual Meetingannual meeting of
Shareholders.shareholders. This Proxy Statement includes information that we are required to provide to you under SEC rules and is designed to assist you in voting your shares.What is a proxy?
A proxy is your legal designation of another person to vote the shares you own. The proposed amendmentperson you designate is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. By submitting your proxy (either by voting electronically on the Internet or by telephone or by signing and returning a proxy card), you authorize Greg C. Garland, our Chairman and CEO, and Paula A. Johnson, our Executive Vice President, Legal and Government Affairs, General Counsel and Corporate Secretary, to represent you and vote your shares at the Certificate of Incorporation would become effective uponmeeting in accordance with your instructions. They also may vote your shares to adjourn the filing of a Certificate of Amendment with the Secretary of Statemeeting and will be authorized to vote your shares at any postponements or adjournments of the State of Delaware, whichmeeting.
What is included in the Company would file promptly following the Annual Meeting ifproxy materials?
The proxy materials for our shareholders approve the amendment. Board declassification would be phased-in over a three-year period, beginning at the 2019 Annual Meeting of Shareholders, as follows:
•
At the 2018 Annual Meeting, three nominees will be elected to the Board to serve for a three-year period ending at the 2021 Annual Meeting.
•
The four directors whose terms expire at the 2019 Annual Meeting will continue to serve until the 2019 Annual Meeting and nominees for the four director positions expiring at that meeting will be elected for one-year terms ending at the 2020 Annual Meeting.
•
The three directors elected for three-year terms at the 2017 Annual Meeting will continue to serve until the 2020 Annual Meeting. Nominees for the seven expiring director positions at the 2020 Annual Meeting will be elected for one-year terms ending at the 2021 Annual Meeting.
•
At the 2021 Annual Meeting include the termsNotice of the three directors elected for three-year terms in 2018 and the seven directors elected to one-year terms in 2020 will all expire, and all nominees presented for election to the Board at the 2021 Annual Meeting will be elected to one-year terms.
Beginning with the 2021 Annual Meeting of Shareholders all directors will stand for election at each annual meeting of shareholders for a one-year term expiring at the subsequent annual meeting of shareholders. The proposed amendment does not change the present number of directors or the Board’s authority to change that number and to fill any vacancies or newly created directorships.
Delaware law provides, unless otherwise addressed in the certificate of incorporation, that members of a board that is classified may be removed only for cause. The proposed amendment provides that, once the Board is fully declassified as of the 2021 Annual(the “Annual Meeting of Shareholders, directors may be removed with or without cause. Before that time, directors serving in a class elected for a three-year term at any annual meeting of shareholders from 2016 through 2018 may be removed only for cause. Directors elected for a one-year term at each annual meeting of shareholders from 2019 through 2020 may be removed with or without cause.
The proposed Certificate of Amendment to the Certificate of Incorporation is attached toNotice”), this Proxy Statement
as Appendix B(the “Proxy Statement”), and Phillips 66’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Annual Report”). If
you receive a paper copy of the proxy materials, a proxy card or voting instruction form and pre-paid return envelope are also included. The Annual Meeting Notice (which is included in the Proxy Statement), Proxy Statement and Annual Report are being made available at www.proxyvote.com and are being mailed, along with the accompanying proxy card or voting instruction form, to applicable shareholders beginning on or about March , 2021.Why did I receive a notice regarding the internet availability of proxy materials instead of a full set of proxy materials?
We are furnishing proxy materials to our shareholders approveprimarily through notice-and-access delivery pursuant to SEC rules. As a result, we are mailing to many of our shareholders a Notice Regarding the proposed amendmentInternet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access the Certificateproxy materials on the Internet. Shareholders who have affirmatively requested electronic delivery of Incorporation,our proxy materials will receive instructions via email regarding how to access these materials electronically. All other shareholders, including shareholders who have previously requested to receive a paper copy of the Boardmaterials, will make certain conforming changesreceive a full paper set of the proxy materials by mail. Using the notice-and-access method of proxy delivery expedites receipt of proxy materials by our shareholders, reduces the cost of producing and mailing the full set of proxy materials and helps us contribute to sustainable practices.
If you receive a Notice of Internet Availability by mail, you will not receive a printed copy of the Company’s By-Laws.
![[MISSING IMAGE: lg_phillips66.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/lg_phillips66.jpg)
![[MISSING IMAGE: ph_greg-garland03.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/ph_greg-garland03.jpg)
![[MISSING IMAGE: ph_wood-river.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/ph_wood-river.jpg)
![[MISSING IMAGE: icon_laptop.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/icon_laptop.jpg){kind=icon}
![[MISSING IMAGE: icon_phone01.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/icon_phone01.jpg){kind=icon}
![[MISSING IMAGE: icon_mail01.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/icon_mail01.jpg){kind=icon}
![[MISSING IMAGE: tv487943_pie-committee.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/tv487943_pie-committee.jpg)
![[MISSING IMAGE: ph_brian-ferguson02.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/ph_brian-ferguson02.jpg)
![[MISSING IMAGE: ph_harold-mcgraw02.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/ph_harold-mcgraw02.jpg)
![[MISSING IMAGE: ph_victoria-tschinkel02.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/ph_victoria-tschinkel02.jpg)
![[MISSING IMAGE: ph_greg-garland02.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/ph_greg-garland02.jpg)
![[MISSING IMAGE: ph_gary-adams02.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/ph_gary-adams02.jpg)
![[MISSING IMAGE: ph_john-lowe02.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/ph_john-lowe02.jpg)
![[MISSING IMAGE: ph_denise-ramos02.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/ph_denise-ramos02.jpg)
![[MISSING IMAGE: ph_william-loomis02.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/ph_william-loomis02.jpg)
![[MISSING IMAGE: ph_glenn-tilton02.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/ph_glenn-tilton02.jpg)
![[MISSING IMAGE: ph_marna-whittington02.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/ph_marna-whittington02.jpg)
![[MISSING IMAGE: icon_oe02.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/icon_oe02.jpg){kind=icon}
![[MISSING IMAGE: icon_ind-recognized.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/icon_ind-recognized.jpg){kind=icon}
![[MISSING IMAGE: icon_growth02.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/icon_growth02.jpg){kind=icon}
![[MISSING IMAGE: icon_returns02.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/icon_returns02.jpg){kind=icon}
![[MISSING IMAGE: icon_arrow01.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/icon_arrow01.jpg){kind=icon}
![[MISSING IMAGE: icon_distributions02.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/icon_distributions02.jpg){kind=icon}
![[MISSING IMAGE: icon_high-performing02.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/icon_high-performing02.jpg){kind=icon}
![[MISSING IMAGE: tv487943_pie-target.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/tv487943_pie-target.jpg)
![[MISSING IMAGE: tv487943_chrt-incentive.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/tv487943_chrt-incentive.jpg)
![[MISSING IMAGE: tv487943_chrt-vcip.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/tv487943_chrt-vcip.jpg)
![[MISSING IMAGE: tv487943_bar1.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/tv487943_bar1.jpg)
![[MISSING IMAGE: tv487943_bar2.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/tv487943_bar2.jpg)
![[MISSING IMAGE: tv487943_bar3.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/tv487943_bar3.jpg)
![[MISSING IMAGE: tv487943_bar4.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/tv487943_bar4.jpg)
![[MISSING IMAGE: tv487943_pie-programs.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/tv487943_pie-programs.jpg)
![[MISSING IMAGE: tv487943_bar5.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/tv487943_bar5.jpg)
![[MISSING IMAGE: tv487943_bar6.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/tv487943_bar6.jpg)
![[MISSING IMAGE: tv487943_bar7.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/tv487943_bar7.jpg)
![[MISSING IMAGE: tv487943_pc1.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/tv487943_pc1.jpg)
![[MISSING IMAGE: tv487943_pc2.jpg]](https://files.docoh.com/PRE 14A/0001144204-18-014335/tv487943_pc2.jpg)