1、FI SCAL YEARAnnual Report Notice of annual meeting and proxy statement2019Proxy Materi al s?President and Chief Executive Officer 1.To elect the eight directors listed in the accompanying Proxy Statement;2.To ratify the appointment of Ernst&Young LLP as our independent registered public accounting f
2、irm for the fiscal year ending January 31,2020;3.To hold a non-binding vote to approve compensation for our named executive officers;and 4.To transact such other business as may properly come before the Annual Meeting.Proxy Materi al s?SVP,Corporate Affairs,Chief Legal Officer and Secretary This not
3、ice of Annual Meeting,Proxy Statement and accompanying form of proxy card are being made available on or about May 1,2019.Proxy Materi al s?Proxy Materi al s?Proxy Materi al s2019 Proxy Statement 1?Your vote is very important.Even if you plan to attend the Annual Meeting,we encourage you to read the
4、 Proxy Statement and to vote.You can vote online or by telephone,or you can request,sign,date and return your proxy card as soon as possible.?For specific instructions on how to vote your shares,please refer to the section entitled“Questions and Answers About the 2019 Annual Meeting of Stockholders
5、and Procedural Matters”below and the instructions on the Notice of Internet Availability of Proxy Materials.?Proxy Materi al s2019 Proxy Statement 2?Proxy Materi al s2019 Proxy Statement 3?Proxy Materi al s2019 Proxy Statement 4?DiversityDiverseOther44%are female or ethnically diverseTenure 5 years5
6、-10 yearsAverage tenure3.9yearsAge Distribution46-5556-65Average age55.9Proxy Materi al s2019 Proxy Statement 5?Base9%Annual Cash Incentive12%Long?Term Equity78%Other0%?Base13%Annual Cash Incentive11%Other1%?Long?Term Equity75%?Proxy Materi al s2019 Proxy Statement 6?Proxy Materi al s2019 Proxy Stat