Preparing for the 2018 Proxy Season November 14, 2017 Table of Contents Agenda ..................................................................................... 3 Speaker Biographies ................................................................ 4 Additional Reading ................................................................. 18 Preparing for the 2018 Proxy Season Agenda Preparing for the 2018 Proxy Season Tuesday, Nov. 14 • 9:00am – 12:15pm 8:30am – 8:45am Breakfast and Registration 8:45am – 9am Welcome and Introductions Speaker: Joseph P. Boeckman, Partner, BakerHostetler Proxy Primer: Overview of Shareholder Meetings and Proxy Voting 9:00am – 9:45am Speakers: Janet A. Spreen, Partner, BakerHostetler Alexandra C. Mackey, Assistant Vice President, Proxy Solicitation, Alliance Advisors LLC Proxy Preparation: The Role of Proxy Advisors in Shareholder Voting and Corporate Governance 9:45am – 10:30am Speakers: Suzanne K. Hanselman, Partner, BakerHostetler Peter Casey, Executive Vice President, Alliance Advisors LLC Break 10:30am – 10:45am SEC Rulemaking and Emerging Issues 10:45am – 11:30am Speakers: John J. Harrington, Partner, BakerHostetler Amy M. Shepherd, Partner, BakerHostetler Moderator: Joseph P. Boeckman, Partner, BakerHostetler Case Studies and Lessons Learned From Public Company Officers 11:30am – 12:15pm Speakers: Jack Adams, SVP-AGC, Corporate and Securities, Cardinal Health Dennis Hoffman, Assistant General Counsel, Greif, Inc. Moderator: Joseph P. Boeckman, Partner, BakerHostetler Preparing for the 2018 Proxy Season 3 Speaker Biographies Jack Adams Senior Vice President and Associate General Counsel ‒ Corporate and Securities Cardinal Health Jack Adams is Senior Vice President and Associate General Counsel ‒ Corporate and Securities of Cardinal Health. Headquartered in Dublin, Ohio, Cardinal Health is a global health services and products company, which improves the cost-effectiveness of healthcare. Jack joined Cardinal Health in 2005 and leads the Corporate and Securities Group of the Legal Department. This Group is responsible for providing legal services in the areas of corporate, securities, mergers and acquisitions, executive compensation and benefits and treasury. Before Cardinal Health, he was Associate General Counsel- Corporate and Securities at Entergy Corporation, an electric utility based in New Orleans, Louisiana. Preparing for the 2018 Proxy Season 4 Joseph P. Boeckman Partner Columbus 200 Civic Center Drive Suite 1200 Columbus, OH 43215-4138 T +1.614.462.4737 F +1.614.462.2616 [email protected] Services With a comprehensive legal background that has touched on the areas of . Securities Offerings and securities, business transactions, corporate governance and strategic Compliance business planning, Joe Boeckman is well-equipped to advise his clients on . Mergers and Acquisitions any number of corporate and business law matters. Currently SEC counsel . Corporate Governance for major corporations, Joe also advises middle-market and smaller . Private Equity and Venture Capital companies on business transactions such as mergers, acquisitions, . International Securities and Capital divestitures and joint ventures, and capital-raising efforts, e.g., private Markets offerings and venture capital financings. Joe understands the particulars of Industries his clients’ businesses and is adept at directing clients toward solutions that . Energy Industry best suit their individual circumstances. Admissions . Ohio Experience Education . Serves as lead SEC counsel for a New York Stock Exchange company . J.D., The Ohio State University with manufacturing facilities located in more than 50 countries. Michael E. Moritz College of Law, 1987, Order of the Coif Represented this company’s Luxembourg subsidiary in a €200 million . B.B.A., University of Cincinnati, offshore senior note offering, where proceeds were used to fund growth 1982 opportunities outside of North America. Also represented this company in numerous business transactions. Serves as lead SEC counsel for a NASDAQ stock market company. Represented the company in its Rule 144A $100 million senior note offering and subsequent exchange offering for registered senior notes. Additionally represented this company in several insurance company acquisitions that facilitated expansion of its product offerings and geographic reach. Serves as outside general counsel for several energy clients, including two electric cooperatives and an integrated energy cooperative. Assists boards and management in corporate governance topics and business matters, including governance assessment, board and executive evaluations, board/management relations, fiduciary duties, strategic planning, and succession planning. Counsels public companies regarding their ongoing disclosure and public reporting obligations under the securities laws, including Regulation FD, periodic reporting, proxy statements and annual meetings, and Section 16 matters. Counsels public companies on corporate governance matters related to the Dodd-Frank Act, the Sarbanes-Oxley Act and the listing rules of the New York Stock Exchange and NASDAQ stock markets. Preparing for the 2018 Proxy Season 5 . Has extensive insurance regulatory experience, including representation of mutual and stock insurance companies, health care organizations, managed care organizations, and other regulated entities in transactional and regulatory matters before various state departments of insurance and other state regulatory agencies. Recognition . BTI Client Service All-Star (2014) Memberships . American Bar Association . Ohio State Bar Association . Columbus Bar Association . Electric Cooperative Bar Association . Association for Corporate Growth, Columbus Chapter o Founding Member o Membership Committee . The Entrepreneurship Institute: Advisory Board, Columbus Chapter Community . The Ohio State University, Moritz College of Law: Mentoring and More @ Moritz Program: Participating Mentor . Salvation Army of Central Ohio: Finance Board . First Tee Columbus: Advisory Committee Preparing for the 2018 Proxy Season 6 Peter Casey Executive Vice President Alliance Advisors LLC Peter oversees the Proxy Solicitation Group at Alliance Advisors and has extensive knowledge in equity compensation plan analysis, corporate governance consulting, proxy solicitation and proxy contests. In addition, Peter’s substantial proxy fight experience includes consent solicitations, hostile tender offers, contested mergers, several proxy fights for board representation involving cumulative voting, as well as numerous “Vote No” campaigns. Peter began his career in 1994 and his client base has expanded over the years to include several high profile corporations, hedge funds, and Canadian issuers. He is a graduate of Rutgers, The State University of New Jersey. Preparing for the 2018 Proxy Season 7 Suzanne K. Hanselman Partner Cleveland Key Tower, 127 Public Square Suite 2000 Cleveland, OH 44114-1214 T +1.216.861.7090 F +1.216.696.0740 [email protected] “Suzanne Hanselman...[gains] Bringing a holistic view to her practice, Suzanne Hanselman counsels companies on day-to-day corporate issues, ensures compliance with federal particular praise for her work in securities law and provides guidance to general counsel. Because Suzanne securities. Clients note that she sees her connection with her clients as a partnership, clients feel that she is is ‘very good, responsible and part of their team while she works to navigate their needs and concerns. cost-effective.’“ Suzanne is ranked in Chambers USA: America’s Leading Lawyers for — Chambers USA 2015 Business and is listed in The Best Lawyers in America©. She is the business development leader for BakerHostetler’s Cleveland office and the former Business Group coordinator. Experience Services . Corporate Governance . Represented a long-standing client of the firm in a $500 million debt . Securities Offerings and securities offering. Client priced a deal less than a week after seizing an Compliance opportunity to take advantage of public debt markets, giving the team . International Securities and Capital minimal time to prepare and file a registration statement with the SEC, Markets finalize offering materials, and negotiate an underwriting agreement, Admissions while also coordinating with the client, the underwriter and its attorneys, . Ohio and the trustee on underlying documentation. With her ability to draw Education resources together quickly and her understanding of the way in which . J.D., The Ohio State University the client operated, she addressed necessary matters within the limited Michael E. Moritz College of Law, time frame. 1991, Order of the Coif . B.A., Miami University, 1985 . Advised company on its governance, structure and corporate policies, as well as on executive corporation matters, for its initial public offering. Team members involved in this representation were chosen for their extensive IPO experience, as well as their ability to work with the issuer’s counsel that had been hired by a private equity firm to ensure that all the client’s constituencies were protected. Helped client put structure policies in place to make the transition into a public company, and the subsequent functioning as a public company, as easy as possible. Designed executive compensation programs and disclosures around an initial public offering for a longtime BakerHostetler client. Representation of client required an understanding of corporate governance, shareholder views, tax issues, and SEC