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Solutia Inc (SOA)
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SOA
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TABLE OF CONTENTS
This excerpt taken from the
SOA DEF 14A
filed Mar 27, 2009.
TABLE OF CONTENTS
Page
PROXY AND VOTING INFORMATION
1
CORPORATE GOVERNANCE PRACTICES
4
Overview
4
Director Independence
4
Code of Conduct
4
Related Party Transaction Policy and Procedures
4
Structure of the Board of Directors
5
Director Biographies
5
Board Meetings and Committees
6
Compensation Committee Interlocks and Insider Participation
8
Nomination Process for Election of Directors
8
Communicating with the Board of Directors
9
ELECTION OF DIRECTORS (PROXY ITEM NO. 1)
9
RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT PUBLIC ACCOUNTING FIRM (Proxy Item No. 2)
9
Pre-approval policies and Procedures
10
EXECUTIVE AND DIRECTOR COMPENSATION
10
Compensation Discussion and Analysis
10
Executive Compensation & Development Committee Report
22
Summary Compensation Table
23
Grants of Plan-Based Awards for the Year Ended December 31, 2008
25
Outstanding Equity Awards at December 31, 2008
26
Equity Compensation Plan Information
27
Option Exercises and Stock Vested for the Year Ended December 31, 2008
27
Pension Benefits
28
Non-Qualified Deferred Compensation
29
Employment Agreements with Named Executive Officers
29
Potential Payments Upon Termination of Employment or
Change-in-Control
29
Director Compensation for the Year Ended December 31, 2008
31
AUDIT COMMITTEE REPORT
33
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
34
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
35
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
36
STOCKHOLDER PROPOSALS FOR THE 2010 ANNUAL MEETING
36
INTERNET AVAILABILITY OF PROXY MATERIALS
37
PROXY SOLICITATION
37
DIRECTIONS TO THE ANNUAL MEETING
38
APPENDIX A SOLUTIAS CATEGORICAL INDEPENDENCE STANDARDS FOR NON-EMPLOYEE DIRECTORS
A-1
Table of Contents
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