TIME, 10:00 a.m. local time ; , Tuesday, January 23, 2024 ; PLACE, Bradbury Thompson Alumni Cente ; , Washburn University Campus ; , 1701 S.W. Jewell Avenue ; , Topeka, Kansas ; ITEMS OF BUSINESS, (1) The election of two directors. ; , (2) An advisory (non-binding) vote on executive compensation as disclosed in the accompanying proxy statement. ; , (3) The ratification of the appointment of Deloitte & Touche LLP as Capitol Federal Financial, Inc.’s independent auditors for the fiscal year ending September 30, 2024 ; RECORD DATE, Holders of record of Capitol Federal Financial, Inc. common stock at the close of business on December 1, 2023 are entitled to vote at the annual meeting or any adjournment or postponement thereof. ; PROXY VOTING, It is important that your shares be represented and voted at the annual meeting. Regardless of whether you plan to attend the annual meeting, please read the accompanying proxy statement and then vote by the Internet, telephone or mail as promptly as possible.
Proxy Statement for Annual Meeting of Shareholders, 1 ; Frequently Asked Questions About the Annual Meeting, 1 ; Election of Directors (Proposal No. 1), 4 ; Information Regarding Nominees, 4 ; Director Skills & Demographics, 5 ; Emeritus Directors of the Board of Directors, 11 ; Ratification of the Appointment of KPMG LLP (Proposal No. 2), 11 ; Audit and Non-Audit Fees, 12 ; Advisory Vote on the Compensation of our Named Executive Officers (Proposal No. 3), 12 ; Security Ownership of Certain Beneficial Owners and Management, 13 ; Corporate Governance, 15 ; Meetings of the Board of Directors and its Committees, 15 ; Board Leadership Structure, 19 ; The Board’s Annual Self-Evaluation, 19 ; The Board’s Role in Risk Oversight, 20 ; Communications to the Board, 21 ; Code of Ethics and Environmental, Social & Governance, 21 ; Prohibition on Hedging or Pledging of Company Stock, 22 ; Director Independence, 22 ; Director Compensation, 22 ; Policy on Poison Pills, 24 ; Compensation Committee Interlocks and Insider Participation, 24 ; Management Information, 24 ; Compensation Discussion and Analysis, 26 ; Overview, 26 ; Business Strategy and Summary of 2023 Financial and Business Performance, 26 ; 2023 Executive Compensation Actions, 27 ; Say-on-Pay Vote, 28 ; Primary Responsibilities of our Compensation Committee, 28 ; Compensation Philosophy and Primary Objectives, 29 ; Compensation Process, 30 ; Elements of Compensation, 33 ; Compensation Actions in 2023 and 2024, 36 ; Clawback Policy, 38 ; Stock Ownership Guidelines, 39 ; Termination-Based Compensation, 39 ; Limitations on Tax Deductibility of Executive Compensation, 40 ; Perquisites and Other Benefits, 40
ABOUT THE ANNUAL MEETING, 1 ; PROPOSAL 1 – ELECTION OF DIRECTORS, 6 ; Board of Directors, 6 ; Specific Qualifications, Attributes, Skills and Experience to be Represented on the Board, 6 ; Director Background and Qualifications, 7 ; Director Independence, 10 ; BOARD MATTERS, 10 ; The Board of Directors, 10 ; Board Diversity Matrix, 12 ; Board Committees, 12 ; Corporate Governance, 15 ; Director Compensation, 15 ; Stockholder Communication with the Board, 17 ; EXECUTIVE OFFICERS, 18 ; NAMED EXECUTIVE OFFICER COMPENSATION TABLES, 19 ; Summary Compensation Table for 2023 and 2022, 19 ; Outstanding Equity Awards at Fiscal Year-End 2023, 22 ; Potential Payments Upon Termination or Change in Control, 22 ; Pay Versus Performance, 25 ; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, 27 ; CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS, 28 ; AUDIT COMMITTEE REPORT, 29 ; AUDIT COMMITTEE MATTERS, 30 ; Pre-Approval Policies and Procedures, 30 ; Independent Registered Public Accounting Firm Fees, 30 ; PROPOSAL 2 – APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL, 32 ; PROPOSAL 3 – ADVISORY APPROVAL OF THE COMPENSATION OF NAMED EXECUTIVE OFFICERS, 41 ; PROPOSAL 4 – ADVISORY APPROVAL ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION, 42 ; PROPOSAL 5 – ADVISORY APPROVAL OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024, 42 ; PROPOSAL 6 – APPROVAL OF THE ANTI-DILUTION PROVISIONS IN THE COMMON WARRANTS, 42 ; PROPOSAL 7 – APPROVAL OF ADJOURNMENT OF REVERSE STOCK SPLIT PROPOSAL AND WARRANT STOCKHOLDER APPROVAL PROPOSAL, 47 ; ADDITIONAL MATTERS, 48 ; Equity Compensation Plan Information, 48 ; Availability of 2023 Annual Report to Stockholders, 49 ; Householding, 49 ; Requirements for Submission of Stockholder Proposals and Nominations for 2024 Annual Meeting, 49 ; Solicitation by Board; Expenses, 50 ; Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 6, 2024, 50 ; APPENDIX A, A-1
GENERAL, 1 ; Voting Information, 1 ; Additional Information, 3 ; Stock Ownership, 4
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Exhibit Number, Exhibit Title or Description ; 23.1, Consent of Ernst & Young LLP, Avast plc’s independent auditors. ; 99.1, Management’s Discussion and Analysis of Financial Condition and Results of Operations of Avast. ; 99.2, Investor presentation, dated September 7, 2022. ; 99.3, Risks Related to the Avast plc Business. ; 99.4, Unaudited pro forma condensed combined financial information of NortonLifeLock Inc. giving effect to the acquisition of Avast plc, which includes the unaudited pro forma condensed combined statement of financial position as of July 1, 2022 and the unaudited pro forma condensed combined statement of comprehensive income for the year ended April 1, 2022 and the three months ended July 1, 2022, and the notes related thereto. ; 99.5, The historical audited consolidated financial statements and financial statement schedule of Avast plc as of and for each of the years ended December 31, 2021 and 2020, the notes related thereto and the related reports of Ernst & Young LLP, Avast plc’s independent auditors. ; 99.6, The historical unaudited condensed consolidated financial statements and financial statement schedule of Avast plc as of and for each of the six months ended June 30, 2022 and 2021, and the notes related thereto. ; 104, The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
UNITED STATES · SECURITIES AND EXCHANGE COMMISSION · WASHINGTON, D.C. 20549 · FORM 8-K · CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) · OF THE SECURITIES EXCHANGE ACT OF 1934 · Date of Report: May 13, 2009 · (Date of earliest event reported) · INTERNATIONAL BUSINESS MACHINES CORPORATION · (Exact name of registrant as specified in its charter)
The basic idea was to simulate a flat data model versus a normalized data model. Simple – equivalent to flat file or single database table Medium – semi-normalized model Complex...
Abstract ; PURPOSE: Insulin, a member of a family of growth factors that includes insulin-like growth factor (IGF)-I and IGF-II, exerts mitogenic effects on normal and malignant breast epithelial cells, acting via insulin and IGF-I receptors. Because of this and because of its recognized association with obesity, an adverse prognostic factor in breast cancer, we examined the prognostic associations of insulin in early-stage breast cancer. PATIENTS AND METHODS: A cohort of 512 women without known diabetes, who had early-stage (T1 to T3, N0 to N1 ...
to DSL networks Amir Laufer1,2, Amir Leshem1 and Hagit Messer2... to DSL access networks. We also provide experimental analysis based on measured DSL channels of both algorithms as well as...