PICO » Topics » TABLE OF CONTENTS

This excerpt taken from the PICO DEF 14A filed Mar 25, 2009.

TABLE OF CONTENTS

 

     Page

SOLICITATION AND VOTING

   1

Annual Report to Shareholders and Form 10-K

   1

Voting Information

   2

PROPOSAL NO. 1: ELECTION OF DIRECTORS

   4

Nominees and Continuing Directors

   4

Information Regarding Nominees and Directors

   4

Vote Required for Election of Each Director

   6

PROPOSAL NO. 2: RATIFICATION OF DELOITTE  & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   7

Independent Registered Public Accounting Firm Fees

   7

Audit Committee Pre-Approval Policy

   8

Vote Required for Ratification of the Appointment of Deloitte  & Touche LLP as the Independent Registered Public Accounting Firm

   8

CORPORATE GOVERNANCE

   9

Director Independence

   9

Committees of the Board of Directors

   9

Audit Committee Financial Expert

   10

Directors’ Attendance

   10

Shareholder Nomination of Directors

   11

EXECUTIVE COMPENSATION

   12

Compensation Discussion and Analysis

   12

Company Stock Ownership Policy

   21

Tax Deductibility of Executive Compensation

   21

Compensation Committee Report

   21

Summary Compensation Table

   22

Grants of Plan-Based Awards

   24

Option Exercises During Last Fiscal Year

   24

Pension Benefits, Nonqualified Deferred Contributions and Other Nonqualified Deferred Compensation Plans

   24

Nonqualified Deferred Compensation

   24

Outstanding Equity Awards at Fiscal Year-End

   25

Potential Payments upon Termination or Change in Control

   25

Entry into Certain Employment Agreements in 2009

   26

DIRECTORS’ COMPENSATION

   29

Director Compensation Table For 2008

   29

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   30

EQUITY COMPENSATION PLAN INFORMATION

   33

CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS

   34

Related Persons Transactions

   34

Procedures for Approval of Related Persons Transactions

   34

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS

   34

REPORT OF THE AUDIT COMMITTEE

   35

CODE OF ETHICS

   36

PROCESS FOR SHAREHOLDERS TO COMMUNICATE WITH BOARD OF DIRECTORS

   36

SOLICITATION OF PROXIES

   36

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

   37

SHAREHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING

   37

TRANSACTION OF OTHER BUSINESS

   37


Table of Contents
This excerpt taken from the PICO DEF 14A filed Mar 19, 2008.

TABLE OF CONTENTS

 

     Page

SOLICITATION AND VOTING

   1

Annual Report to Shareholders and Form 10-K

   1

Voting Information

   2

PROPOSAL NO. 1: ELECTION OF DIRECTORS

   4

Nominees and Continuing Directors

   4

Information Regarding Nominees and Directors

   4

Vote Required for Election of Each Director

   6

PROPOSAL NO. 2: RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

   7

Independent Registered Public Accounting Firm Fees

   7

Audit Committee Pre-Approval Policy

   8

Vote Required for Ratification of the Appointment of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm

   8

CORPORATE GOVERNANCE

   9

Director Independence

   9

Committees of the Board of Directors

   9

Audit Committee Financial Expert

   10

Directors’ Attendance

   10

Shareholder Nomination of Directors

   10

EXECUTIVE COMPENSATION

   12

Compensation Discussion and Analysis

   12

Company Stock Ownership Policy

   19

Tax Deductibility of Executive Compensation

   19

Compensation Committee Report

   20

Summary Compensation Table

   21

Grants of Plan-Based Awards Table

   23

Option Exercises During Last Fiscal Year Table

   23

Pension Benefits, Nonqualified Deferred Contributions and Other Nonqualified Deferred Compensation Plans

   24

Nonqualified Deferred Compensation Table

   24

Outstanding Equity Awards At Fiscal Year-End Table

   25

Potential Payments upon Termination or Change in Control

   25

DIRECTORS’ COMPENSATION

   27

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   28

EQUITY COMPENSATION PLAN INFORMATION

   31

CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS

   32

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS

   32

REPORT OF THE AUDIT COMMITTEE

   33

CODE OF ETHICS

   34

PROCESS FOR SHAREHOLDERS TO COMMUNICATE WITH BOARD OF DIRECTORS

   34

SOLICITATION OF PROXIES

   34

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

   35

SHAREHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING

   35

TRANSACTION OF OTHER BUSINESS

   35

 


Table of Contents
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