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1.	To elect twelve (12) members of the Company’s Board of Directors to serve for the ensuing year and until their respective successors are duly elected and qualified.

2.	To approve, on an advisory basis, the compensation of the Company’s named executive officers.

3.	To approve an amendment and restatement of the Company’s 2003 Incentive Compensation Plan to, among other things, increase the number of shares of stock authorized for issuance thereunder.

4.	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

5.	To consider and act upon any other matter that may properly come before the meeting or any adjournment thereof.

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(1)	the director has been employed by the Company (or any subsidiary) at any time within the past three years, other than service as an interim executive officer for a period of less than one year;

(2)	the director has an immediate family member who has been employed as an executive officer of the Company (or any subsidiary) at any time within the past three years;

(3)

the director or an immediate family member of the director has accepted any compensation (including any political contribution to a director or family member) from the Company (or any subsidiary) in excess of $120,000 during any period of 12 consecutive months within the past three years other than (a) for Board or Board committee service, (b) in the case of the family member, as compensation for employment other than as an executive officer, (c) benefits under a tax-qualified retirement plan or non-discretionary compensation or (d) compensation for service as an interim executive officer for a period of less than one year;

(4)

the director or an immediate family member of the director is a partner, controlling shareholder or executive officer of an organization (including a charitable organization) that made payments to, or received payments from, the Company for property or services in the current year or in any of the past three years that exceed the greater of 5% of the recipient’s consolidated gross revenues or $200,000, other than (a) payments arising

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(5)	the director or an immediate family member of the director is employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the Company served on the compensation committee of such other entity; or

(6)	the director or an immediate family member of the director is a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

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(1)	an annual retainer for service on the Board of $75,000;

(2)	an annual retainer (in lieu of fees per committee meeting) of $10,000 ($15,000, in the case of the Audit Committee) for service on a committee (excluding for service on the Executive and Finance Committee);

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(3)	an annual retainer for the chairs of the Compensation Committee, the Compliance Committee and the Nominating and Corporate Governance Committee of $20,000 (and an annual retainer for the chair of the Audit Committee of $35,000); and

(4)	an annual grant of restricted stock units (“RSUs”) with a grant date value of $160,000 and a four-year vesting schedule, provided such Eligible Director satisfied the Board’s attendance requirement for the prior calendar year, as discussed below.

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(1)

Reflects the grant date fair value of RSUs awarded during 2018 to all Eligible Directors, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). The grant date fair value of the RSUs was determined by multiplying the number of shares subject to the award by the average of the high and low sales prices of our common stock on the grant date. For additional information, see Note 18 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.

(2)

Reflects the grant date fair value of stock options awarded to Mr. Youngblood in connection with his appointment to the Board in June 2018, computed in accordance with FASB ASC Topic 718. The fair value of the stock options is estimated on the date of grant using the Black-Scholes option pricing model. For a discussion of valuation assumptions, see Note 18 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.

(3)

Reflects annual retainers earned by Eligible Directors for 2018, except, in the case of Messrs. Dinh and Youngblood, the amounts are pro-rated to reflect the portion of the year the individual spent on the Board. In the case of Mr. Schwartz and Ms. Townsend, the amounts listed also reflect pro-rata adjustments to their retainers due to Mr. Schwartz’s resignation, and Ms. Townsend’s subsequent appointment, as the Chair of the Compliance Committee in May 2018.

(4)	Reflects Mr. Haddrill’s base salary paid under his employment agreement and consulting fees described above.

(5)	Reflects fees paid to Mr. Isaacs under his consulting agreement described above.

(6)	Mr. Dinh resigned from the Board on September 15, 2018.

(7)	Mr. Isaacs resigned from the Board on December 3, 2018.

(8)	Mr. Youngblood joined the Board on August 1, 2018.

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(1)	Reflects, for Eligible Directors on the applicable grant date, RSUs as described in more detail below:

(2)	For Mr. Isaacs, reflects stock options described in more detail below:

(3)

Reflects stock options granted to Judge McDonald and Messrs. Meister and Youngblood on October 30, 2014, March 20, 2012 and August 6, 2018, respectively, in connection with the applicable director’s joining the Board, each with a four-year vesting schedule and an exercise price of $9.65, $11.10 and $37.35, respectively. Judge McDonald’s and Mr. Meister’s stock options vested and became exercisable on the first four anniversaries of their respective date of grant, and Mr. Youngblood’s stock options will vest and become exercisable on the first four anniversaries of their date of grant.

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(1)

In accordance with SEC rules, this column includes shares that a person has a right to acquire within 60 days of March 29, 2019 through the exercise or conversion of stock options, RSUs or other securities. Such securities are deemed to be outstanding for the purpose of calculating the percentage of outstanding securities owned by such person but are not deemed to be outstanding for the purpose of calculating the percentage owned by any other person. The securities reported for the directors and named executive officers listed in the table above include shares subject to the following awards as to which the equivalent number of underlying shares may be acquired through exercise or conversion within 60 days of March 29, 2019:

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(2)	Mr. Perelman is the beneficiary and trustee of The ROP Revocable Trust dated 1/9/2018 and beneficially owns MacAndrews & Forbes Incorporated.

(3)

Includes shares held by SGMS Acquisition Corporation, RLX Holdings Two LLC, SGMS Acquisition Two LLC, SGMS Acquisition Three LLC and MacAndrews & Forbes Group, LLC (whose sole member is MacAndrews & Forbes LLC), which are part of a diverse array of businesses owned by MacAndrews & Forbes Incorporated, whose Chairman and Chief Executive Officer is Mr. Perelman. MacAndrews & Forbes Incorporated has sole voting and dispositive power with respect to 36,050,736 shares, SGMS Acquisition Corporation has sole voting and dispositive power with respect to 26,385,736 shares, RLX Holdings Two LLC has sole voting and dispositive power with respect to 3,125,000 shares, SGMS Acquisition Two LLC has sole voting and dispositive power with respect to 4,795,000 shares, SGMS Acquisition Three LLC has sole voting and dispositive power with respect to 770,000 shares, and MacAndrews & Forbes Group, LLC, of which MacAndrews & Forbes LLC is sole member, has sole voting and dispositive power with respect to 975,000 shares. The shares so owned are, or may from time to time be, pledged to secure obligations of MacAndrews & Forbes Incorporated or its affiliates.

(4)

Based on a Schedule 13G filed with the SEC on February 14, 2019 by Fine Capital Partners, L.P., Fine Capital Advisors, LLC and Ms. Debra Fine, reporting beneficial ownership as of December 31, 2018. The Schedule 13G states that each such person has shared voting power and shared dispositive power with respect to 8,938,929 shares and Ms. Debra Fine has sole voting power and sole dispositive power with respect to 13,000 shares.

(5)	Based on an amendment to Schedule 13G filed with the SEC on February 14, 2019 by Sylebra HK Company Limited, Sylebra Capital Management Limited and Mr. Daniel Patrick Gibson, reporting beneficial ownership as of December 31, 2018. The Schedule 13G states that each such person has shared voting power and shared dispositive power with respect to 8,619,044 shares.

(6)	Based on a Schedule 13G filed with the SEC on February 14, 2019 by Nantahala Capital Management, LLC, Mr. Wilmot B. Harkey and Mr. Daniel Mack, reporting beneficial ownership as of December 31, 2018. The Schedule 13G states that each such person has shared voting power and shared dispositive power with respect to 8,090,485 shares.

(7)	Based on an amendment to Schedule 13G filed with the SEC on February 6, 2019 by BlackRock, Inc., reporting beneficial ownership as of December 31, 2018. The Schedule 13G states that BlackRock, Inc. has sole voting power with respect to 6,026,155 shares and sole dispositive power with respect to 6,144,630 shares.

(8)

Based on an amendment to Schedule 13G filed with the SEC on February 13, 2019 by Vanguard Group Inc., reporting beneficial ownership as of December 31, 2018. The Schedule 13G states that Vanguard Group Inc. has sole voting power with respect to 113,840 shares, shared voting power with respect to 11,386 shares, sole dispositive power with respect to 4,914,338 shares and shared dispositive power with respect to 120,626 shares.

(9)

Includes 88,032 shares held by The ROP Revocable Trust dated 1/9/2018, of which Mr. Perelman is the beneficiary and trustee. The ROP Revocable Trust dated 1/9/2018 is also the sole stockholder of MacAndrews & Forbes Incorporated. Also includes the 36,050,736 shares reported in footnote 3 above, which may be deemed to be beneficially owned by Mr. Perelman, as the beneficial owner of MacAndrews & Forbes Incorporated. Mr. Perelman’s address is 35 East 62nd Street, New York, New York 10065.

(10)	On February 14, 2019, Mr. Albregts separated from employment with the Company.

(11)	Mr. Sheehan served as President and Chief Executive Officer from August 4, 2016 until June 1, 2018.

(12)	Mr. Smail served as Executive Vice President and Chief Legal Officer from August 3, 2015 until September 3, 2018.

(13)	Mr. Markell and Ms. Vullo are not presently serving as directors.

(14)	Includes 128,253 shares issuable upon exercise of stock options and 4,009 shares issuable upon vesting of RSUs as to which the equivalent number of underlying shares may be acquired through exercise or conversion within 60 days of March 29, 2019.

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(1)	Mr. Cottle succeeded Mr. Sheehan as President and Chief Executive Officer, effective as of June 1, 2018.

(2)	On January 1, 2019, Mr. Kennedy transitioned to Chairman of Lottery, a non-executive role.

(3)	On February 14, 2019, following the end of our 2018 fiscal year, Mr. Albregts separated from employment with the Company.

(4)	Mr. Smail ceased to be Executive Vice President and Chief Legal Officer, effective as of September 3, 2018.

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•

Executive pay is substantially at risk because it largely consists of one or more types of performance-based compensation that vary in value based on our stock price, or that can only be earned upon achievement of pre-approved financial targets. The amount of 2018 at-risk pay as a percentage of total compensation for our President and Chief Executive Officer and the average of the other named executive officers is shown below (excluding former employees, Messrs. Sheehan, Albregts and Smail):

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2018 SGICP annual cash bonuses to our named executive officers (excluding former employees, Messrs. Sheehan, Albregts and Smail) paid out between 25.5% and 52.2% of target based on achievement of SGICP Revenue, SGICP EBITDA and SGICP EBITDA minus CapEx goals and the Committee’s assessment of other relevant factors. Below target payout, despite improved performance, demonstrated the high degree of rigor embedded in the financial performance targets and the payout scale established by the Committee.

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•	SGICP annual cash bonuses have varied over the past five years as shown below. As noted, despite improved performance for 2018, bonus payouts decreased as a result of more challenging performance goals.

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In order to appropriately motivate and retain management, the Committee approved 2018 annual equity awards at the full target opportunity for named executive officers. 2017 and 2016 annual equity awards were also made at the full target opportunity. Providing competitive equity award opportunities in recent years was a priority after prior year reductions to annual equity award values in order to manage potential dilution and share usage under the 2003 Plan.

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2018 annual equity awards for named executive officers, other than Mr. Winterscheidt, included the use of performance-conditioned stock options that vest over time, but only if the 60-trading day average closing stock price of our common stock meets or exceeds 120% of the strike price of the stock options (i.e., $71.22 per share in the case of Mr. Cottle’s award, $44.82 per share in the case of Mr. Albregts’ award and $49.36 per share in the case of the other eligible named executive officers (in each case, the “120% Performance Goal”)), vesting on the later of (i) the scheduled vesting date per the time-vesting schedule described below and (ii) the date upon which the 120% Performance Goal is achieved. Those performance-conditioned stock options would be forfeited if the 120% Performance Goal was not achieved by June 1, 2022 in the case of Mr. Cottle and March 20, 2022 in the case of the other eligible named executive officers and comprised one-third of the 2018 annual equity grant for such officers; time-vesting stock options and time-vesting RSUs each also comprised one-third of the grant. The 120% Performance Goal for all eligible named executive officers, other than Messrs. Cottle and Albregts, was achieved on June 25, 2018, and, therefore, the performance-conditioned stock options for such individuals will vest in accordance with the time-vesting schedule as follows: 25% of the stock options will vest per year on each of the first four anniversaries of March 20, 2018.

•	No guaranteed salary increases. Our named executive officers are not entitled to contractual inflation-based salary increases.

•	Challenging financial objectives for annual cash bonus and performance-conditioned equity awards. Performance metrics support important business priorities. In general, no portion of the 2018 SGICP cash bonus attributable to a particular financial metric was payable unless at least 95% of the targeted amount

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•	Inclusion of performance-conditioned stock options in 2018. As mentioned above, vesting of certain stock option awards was contingent on a challenging stock price target of attaining the 120% Performance Goal, which was achieved on June 25, 2018 for all eligible named executive officers other than Messrs. Cottle and Albregts.

•

Stock ownership guidelines. The Company’s stock ownership guidelines apply to our directors, President and Chief Executive Officer and executive officers who report directly to our President and Chief Executive Officer. The guidelines encourage a long-term perspective in managing the Company and further align the interests of our executive officers and directors with the interests of stockholders. See “- Corporate Governance Policies - Stock Ownership Guidelines” below for additional information.

•	Clawback policy. The Company’s “clawback” policy subjects cash and equity incentive compensation paid to senior executives (including the named executive officers) to recovery in the event that the Company’s financial statements are restated due to fraud or gross misconduct by the applicable executives. See “- Corporate Governance Policies - Clawback Policy” below for additional information.

•	No hedging policy. The Company prohibits employees and directors from engaging in hedging transactions. See “- Corporate Governance Policies - No Hedging Policy” below for additional information.

•	Independent compensation consulting firm. The Committee benefits from its use of an independent compensation consulting firm, CAP, which provides no other services to the Company.

•	Periodic risk assessment. The Committee has concluded that our executive compensation program does not encourage behaviors that would create risks reasonably likely to have a material adverse effect on the Company.

•	No excise tax gross-ups. We do not agree to pay excise tax gross-ups.

•	No above-market returns. We do not offer preferential or above-market returns on compensation deferred by our executive officers.

•	No loans to executive officers. We do not make personal loans to our executive officers.

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(1)	Refer to Appendix A for reconciliation of 2018 SGICP Revenue, SGICP EBITDA and SGICP EBITDA minus CapEx, which are non-GAAP financial measures.

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(1)	Refer to Appendix A for reconciliation of 2018 SGICP Revenue, SGICP EBITDA and SGICP EBITDA minus CapEx, which are non-GAAP financial measures.

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(1)	For the global Social business, a 200% payout was associated with 100% of target achievement during 2018 and the threshold payout, equal to 30%, was established at 80% of target achievement rather than 95% of target achievement, resulting in a correspondingly higher payout level for 2018.

(2)	Refer to Appendix A for reconciliation of 2018 SGICP Revenue, SGICP EBITDA and SGICP EBITDA minus CapEx, which are non-GAAP financial measures.

(3)	Weighted Total for Mr. Cottle’s blended payout rate, based on global Social performance only (five-twelfths) and consolidated performance only (seven-twelfths).

(1)	The pro-rated bonus payout for Mr. Sheehan was made pursuant to his separation agreement, as described below in “Potential Payments Upon Termination or Change in Control – Mr. Sheehan”.

(2)	Mr. Albregts’ annual cash bonus for 2018 was forfeited in connection with his separation of employment from the Company.

(3)	The pro-rated bonus payout for Mr. Smail was made pursuant to his separation agreement, as described below in “Potential Payments Upon Termination or Change in Control – Mr. Smail”.

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(1)	Mr. Cottle’s 2018 annual equity awards were prorated to reflect the portion of the year he served as President and Chief Executive Officer.

(2)	In accordance with the terms of his separation agreement, Mr. Sheehan’s 2018 annual equity awards will continue to vest in accordance with their terms as if he were an employee of the Company during the period he continues to provide consulting services to the Company.

(3)	Mr. Albregts’ annual equity awards were forfeited upon his separation of employment from the Company.

(4)	In accordance with the terms of his separation agreement, all unvested equity awards held by Mr. Smail became subject to accelerated vesting, and vested upon the effectiveness of his separation agreement.

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(1)	Stock options were granted with an exercise price equal to the average of the high and low prices of our common stock on the trading day immediately prior to the grant date, which was $41.13 for Messrs. Sheehan, Quartieri, J. Kennedy and Smail, $59.35 for Mr. Cottle and $37.35 for Mr. Albregts.

(2)

Awards vest in four equal annual installments beginning on March 20, 2019 for Messrs. Sheehan, Quartieri, J. Kennedy and Winterscheidt and June 1, 2019 for Mr. Cottle, in the case of Mr. Sheehan, subject to his providing consulting services through the relevant vesting date. Mr. Albregts’ annual equity awards were forfeited upon his separation of employment from the Company. Mr. Smail’s annual equity awards accelerated vesting as described below.

(3)

Awards vest in four equal annual installments on March 20, 2019 and the first three anniversaries thereafter for Messrs. Sheehan, Quartieri and J. Kennedy, as a result of the 120% Performance Goal being achieved on or before March 20, 2022, in the case of Mr. Sheehan, subject to his providing consulting services as described below. In the case of Mr. Cottle, awards vest in four equal annual installments on June 1, 2019 and the first three anniversaries thereafter, subject to the 120% Performance Goal being achieved on or before June 1, 2022. Mr. Albregts’ annual equity awards were forfeited upon his separation of employment from the Company. As a result of the 120% Performance Goal being achieved, Mr. Smail’s award accelerated vesting as described below.

(4)	Mr. Cottle’s 2018 annual equity awards were prorated to reflect the portion of the year he served as President and Chief Executive Officer.

(5)	In consideration for Mr. Sheehan agreeing to provide consulting services to the Company following his separation of employment from the Company, effective June 1, 2018, Mr. Sheehan will continue to vest in the annual equity awards granted to him in 2018 during the period in which he provides such services.

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(6)	Mr. Albregts’ annual equity awards were forfeited upon his separation of employment from the Company.

(7)	In accordance with the terms of his separation agreement, all unvested equity held by Mr. Smail became subject to accelerated vesting and vested upon the effectiveness of his separation agreement.

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(1)	Mr. Cottle became subject to the guidelines upon becoming President and Chief Executive Officer of the Company on June 1, 2018 and will have until June 2023 to satisfy the requirements.

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•	cancel the executive’s outstanding incentive compensation awards (defined as annual cash bonus and equity compensation, whether or not vested);

•	disqualify the executive from receiving future incentive compensation awards;

•	recoup incentive compensation paid or awarded to the executive from and after the date that is one year before the events giving rise to the restatement were discovered; and/or

•	recoup the executive’s gains from the sale of shares awarded as incentive compensation or the exercise of stock options from and after the date that is one year before the events giving rise to the restatement were discovered.

•	purchase or sell options (e.g., puts, calls and collars) relating to our securities;

•	purchase or sell other derivative securities designed to hedge or offset any decrease in the market value of our securities;

•	engage in short sales of the Company’s securities, including a “sale against the box”; or

•	have standing orders regarding the Company’s securities unless used only for a very brief period of time, except for purchases and sales under a Rule 10b5-1 trading plan that is approved by the Company’s Chief Legal Officer.

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•	attending scheduled meetings of the Committee and providing advice and context on matters discussed in the meetings;

•	periodically reviewing and recommending updates to our compensation peer group;

•	conducting competitive compensation reviews with respect to senior executives and non‑employee directors;

•	advising on long-term incentive programs generally, as well as on alternatives to historical equity grants;

•	advising the Committee on legal and regulatory developments;

•	advising on certain policies, including policies relating to stock ownership guidelines, compensation clawbacks and hedging prohibitions;

•	advising on the design of annual incentives under the SGICP; and

•	assisting in the review of the Company’s compensation policies and practices, with a focus on incentive programs, from a risk management perspective.

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•	our incentive programs appropriately balance short- and long-term incentives, with a significant percentage of total compensation for the senior executive team provided in the form of incentive compensation focused on the Company’s long-term performance;

•	the SGICP uses multiple financial performance metrics that encourage executives and other employees to focus on the overall health of the business rather than on a single financial measure;

•	a qualitative assessment of individual performance is generally a component of individual compensation payments;

•	annual cash bonuses under the SGICP and business unit plans are capped;

•	the Committee approved stock ownership guidelines applicable to senior executives and directors, a clawback policy with respect to cash and equity incentive compensation, and a hedging policy prohibiting transactions designed to protect against declines in the market price of our common stock;

•	executive officers and certain other key employees with access to material nonpublic information must obtain permission from the Company’s Chief Legal Officer to trade in shares of our common stock, even during an open trading period;

•	Board and management processes are in place to oversee risk associated with the SGICP and business unit plans, including periodic business performance reviews by management and regular bonus accrual updates to the Committee; and

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the Company’s risk management processes - including the Company’s enterprise risk management program, Code (and related training), strong ethics and compliance function that includes suitability reviews of customers and other persons and entities with which the Company does business, internal approval processes and legal department review of contracts - mitigate the potential for undue risk-taking.

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(1)	The amounts in the “salary” column reflect base salary amounts paid during the applicable year to the named executive officers.

(2)	The amount in the “bonus” column for 2018 reflects Mr. Albregts’ signing bonus. The amount in the “bonus” column for 2016 reflects Mr. Sheehan’s contractual bonus paid for 2016 in accordance with his employment agreement.

(3)

The amounts in the “stock awards” column reflect the aggregate grant date fair value of RSUs awarded during the applicable year to the named executive officers, computed in accordance with FASB ASC Topic 718. The fair value of the RSUs was determined by multiplying the number of shares subject to the award by the average of the high and low sales prices of our common stock on the trading day immediately prior to the grant date. For additional information, see Note 18 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.

(4)

The amounts in the “option awards” column reflect the aggregate grant date fair value of the stock options awarded during the applicable year to the named executive officers, computed in accordance with FASB ASC Topic 718. The fair value of the stock options is estimated on the date of grant using the Black-Scholes option pricing model. For a discussion of valuation assumptions, see Note 18 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.

(5)	The amounts in the “non-equity incentive plan compensation” column reflect the annual performance bonuses awarded under the SGICP.

(6)	The amounts indicated in the “all other compensation” column for 2018 include the following:

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a.	Company contributions to the Company’s 401(k) plan for Messrs. Cottle ($9,625), Sheehan ($9,625), Quartieri ($9,625), J. Kennedy ($9,625), Winterscheidt ($7,860) and Smail ($9,625).

b.	For Mr. Cottle, costs associated with leased office space for him in Los Angeles ($27,800) and with the reimbursement of travel expenses incurred in commuting from our main office to his home in Los Angeles ($47,583).

c.

For Mr. Sheehan, severance of $969,231, severance bonus of $968,262, payout of accrued vacation upon termination of employment of $177,854, a cash allowance for relocation upon termination of employment of $50,000 and continued health and welfare benefits in connection with his termination of employment of $9,465, in each case, payable in 2018. See also “Potential Payments Upon Termination or Change in Control - Mr. Sheehan” below.

d.	For Mr. Albregts, relocation assistance of $43,304 (including moving expenses).

e.	For Mr. J. Kennedy, a patent award of $1,485.

f.	For Mr. Smail, separation related payments of $161,538 and payout of accrued vacation upon termination of employment of $10,203, in each case, payable in 2018. See also “Potential Payments Upon Termination or Change in Control - Mr. Smail” below.

(7)	On May 2, 2018, the Company announced that Mr. Cottle would succeed Mr. Sheehan as President and Chief Executive Officer, effective as of June 1, 2018.

(8)	On February 14, 2019, following the end of our 2018 fiscal year, Mr. Albregts separated from employment with the Company.

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(1)	The amounts shown under the “estimated future payouts under non‑equity incentive plan awards” column represent the performance-based annual cash bonus opportunity approved for 2018 for each of the named executive officers. The actual amounts awarded under the program for 2018 are shown in the Summary Compensation Table above under the “non-equity incentive plan compensation” column.

(2)

The amounts shown under the “estimated future payouts under equity incentive plan awards” column include the award of performance‑conditioned stock options granted under the 2003 Plan based upon each named executive officer’s equity award opportunity for 2018 and, for Mr. Cottle only, the award of the Performance-Conditioned Special RSUs. The stock options vest in equal installments over four years contingent on satisfaction of a defined stock price hurdle. Except with respect to Messrs. Cottle’s and Albregts’ awards, the stock price hurdle was achieved on June 25, 2018 and therefore the performance-conditioned stock options have converted to time-vesting stock options on the schedule described. Mr. Albregts’ awards were forfeited in connection with his separation from employment. Mr. Cottle’s Performance-Conditioned Special RSUs were granted with vesting contingent on the achievement of defined levels of EBITDA improvement over a three-year period. For additional information regarding these awards, see “Compensation

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(3)

The amounts shown under the “all other stock awards” column reflect annual grants of time-vesting RSU awards that, except in the case of Mr. Cottle, vest in four equal installments on each of March 20, 2019 and the first three anniversaries of that date, for Mr. Cottle only, the Time-Based Special RSUs, which will vest in three equal installments on each of June 1, 2019 and the first two anniversaries of that date, and, for Mr. Albregts only, a grant of sign-on RSUs. Mr. Albregts’ awards were forfeited in connection with his separation from employment. For additional information regarding these awards, see “Compensation Discussion and Analysis – Objectives and Components of Compensation Program – Long-Term Incentive Compensation - Annual Equity Awards” and “– Other 2018 Equity Awards.”

(4)

The amounts shown under the “all other option awards” column reflect annual grants of stock options that vest in four equal installments on each of March 20, 2019 and the first three anniversaries of that date, except that in the case of Mr. Cottle, the grant of stock options vests in four equal installments on each of June 1, 2019 and the first three anniversaries of that date. Mr. Albregts’ awards were forfeited upon his separation from employment. For additional information regarding these awards, see “Compensation Discussion and Analysis – Objectives and Components of Compensation Program – Long‑Term Incentive Compensation – Annual Equity Awards.”

(5)	The exercise price shown under the “exercise or base price of option awards” column represents the market value of our common stock on the grant date (which was calculated based on the average of the high and low sales prices of our common stock on the trading day immediately prior to the grant date).

(6)

The amounts indicated as the “grant date fair value” of the awards were computed in accordance with FASB ASC Topic 718. In the case of RSUs, the fair value was determined by multiplying the number of shares subject to the award by the average of the high and low sales prices of our common stock on the trading day immediately prior to the grant date. In the case of stock options, the fair value of the stock options is estimated on the grant date using the Black-Scholes option pricing model. For a discussion of valuation assumptions, see Note 18 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.

(7)	All of Mr. Albregts’ grants were forfeited upon his separation from employment on February 14, 2019.

(8)	All of Mr. Smail’s grants accelerated vesting upon his separation from employment on September 3, 2018.

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(1)	The value shown was calculated by multiplying the number of RSUs by the closing price of our common stock on December 31, 2018 ($17.88).

(2)	These stock options were awarded with a four-year vesting schedule beginning on June 1, 2019.

(3)	These stock options are scheduled to become exercisable in four equal annual installments beginning on June 1, 2019, subject to the Company’s 60-trading day average closing price meeting or exceeding the threshold price of the 120% Performance Goal prior to June 1, 2022.

(4)	These RSUs are scheduled to cliff vest at the end of a three-year performance period from June 1, 2018 to May 31, 2021, contingent upon the achievement of defined levels of AEBITDA improvement over such three-year period.

(5)	These RSUs are scheduled to vest in three equal installments beginning on June 1, 2019.

(6)	These RSUs are schedule to vest in four equal installments beginning on June 1, 2019.

(7)	These RSUs are scheduled to cliff vest at the end of a three-year performance period from July 1, 2016 to June 30, 2019, contingent upon the achievement of defined levels of EBITDA improvement over such three-year period.

(8)	These RSUs are part of a grant that was awarded with a four-year vesting schedule. The first, second and third installments vested on the first three anniversaries of the date of grant, and the RSUs shown in the table are scheduled to vest on the fourth anniversary of the date of grant.

(9)	These stock options were awarded with a four-year vesting schedule. The first and second installments vested and became exercisable on each of March 20, 2017 and March 20, 2018. The balance is scheduled to vest in two installments beginning on March 20, 2019.

(10)

These stock options were awarded with a four-year vesting schedule, beginning on March 20, 2017, conditioned on the Company’s common stock attaining a defined stock price hurdle on or before March 20, 2020. The stock price hurdle was achieved on February 2, 2017, and, therefore, the first and second installments vested and became exercisable on each of March 20, 2017 and March 20, 2018. The balance is scheduled to vest in two installments beginning on March 20, 2019.

(11)	These RSUS are part of a grant that was awarded with a four-year vesting schedule. The first and second installments vested on each of March 20, 2017 and March 20, 2018. The RSUs shown in the table are scheduled to vest in two installments beginning on March 20, 2019.

(12)	These stock options were awarded with a four-year vesting schedule. The first installment vested and became exercisable on March 20, 2018. The balance is scheduled to vest in three annual installments beginning on March 20, 2019.

(13)

These stock options were scheduled to become exercisable in four annual installments beginning on March 20, 2018, conditioned on the Company’s common stock attaining a defined stock price hurdle on or prior to March 20, 2021. The stock price hurdle was achieved on August 11, 2017, and, therefore, the first installment vested and became exercisable on the first anniversary of the date of grant. The balance is scheduled to vest in three installments on the second, third and fourth anniversaries of the date of grant.

(14)	These RSUs are part of a grant that was awarded with a four-year vesting schedule. The first installment vested on March 20, 2018, and the RSUs shown in the table are scheduled to vest in three annual installments beginning on March 20, 2019.

(15)	These stock options are scheduled to vest in four annual installments beginning on March 20, 2019.

(16)

These stock options are scheduled to become exercisable in four annual installments beginning on March 20, 2019, subject to the Company’s 60-trading day average closing price meeting or exceeding the threshold price of the 120% Performance Goal prior to March 20, 2022. Except with respect to Mr. Albregts’ award, the 120% Performance Goal was achieved on June 25, 2018, and, therefore, the performance-conditioned stock options have converted to time-vesting stock options.

(17)	These RSUs are scheduled to vest in four annual installments beginning on March 20, 2019.

(18)	These stock options were awarded with a four-year vesting schedule. All options have vested.

(19)	These stock options were awarded with a four-year vesting schedule. The first, second and third installments vested and became exercisable on the first three anniversaries of the date of grant, and the balance is scheduled to vest on the fourth anniversary of the date of grant.

(20)	These RSUS are part of a grant that was awarded with a four-year vesting schedule. The first and second installments vested on the first two anniversaries of the date of grant. The RSUs shown in the table are scheduled to vest in two installments on the third and fourth anniversaries of the date of grant.

(21)	Mr. Albregts’ outstanding equity awards were forfeited upon his separation from employment on February 14, 2019.

(22)	These RSUs were scheduled to vest in three equal installments beginning on June 4, 2019. Mr. Albregts’ outstanding equity awards were forfeited upon his separation from employment on February 14, 2019.

(23)	These stock options were awarded with a four-year vesting schedule. In accordance with the terms of Mr. Smail’s separation agreement, upon his separation from the Company, all options vested.

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(1)	Mr. Albregts did not vest in any RSUs and did not exercise any stock options in 2018.

(2)	Value based on the average of the high and low sale prices of our common stock as of the trading day immediately prior to the date upon which the stock options were exercised.

(3)	Value based on the average of the high and low sale prices of our common stock as of the trading day immediately prior to the date upon which the RSUs vested.

(4)	Mr. Cottle’s RSUs are in respect of a long-term incentive award he received as head of the global Social business unit, which vested in full in early 2018.

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(a)	Upon such a termination, Mr. Cottle would also be entitled to a pro-rata payment with respect to his Social LTIP award, based on actual performance. Because actual performance cannot be known at this time, and there is no target amount, the value of this pro-rata payment cannot be reasonably estimated at this time.

(b)	Qualifying Termination upon or within one year immediately following a change in control.

(c)	Paid over 12 months.

(d)	Amount reflects two times base salary. Paid in a lump sum upon termination if permitted under Section 409A of the Internal Revenue Code, otherwise paid over 24 months.

(e)	Amount reflects Severance Bonus Amount. Amount shown is target 2018 bonus.

(f)	Amount reflects two times Severance Bonus Amount. Amount shown is two times target 2018 bonus. Paid in a lump sum upon termination if permitted under Section 409A of the Internal Revenue Code, otherwise paid over 24 months.

(g)	Amount reflects pro-rata bonus that would have been received for year of termination (amount shown is actual 2018 bonus). Paid in a lump sum.

(h)	Amount reflects the cost of continued health coverage under the Company’s insurance under COBRA for 12 months or, in the event of termination due to death, proceeds from life insurance for which the Company pays the premiums.

(i)

In the case of a termination without cause or for good reason, absent a change in control, reflects vesting of one-third of the Time-Based Special RSUs and a pro-rata portion of the Performance-Conditioned Special RSUs, assuming achievement of the applicable performance criteria at “target” levels. In the case of a change in control or termination due to death or disability, reflects full vesting of all equity awards upon the change in control or applicable termination event (assuming achievement of all applicable performance criteria at “target” levels). Since the exercise prices of all stock options held by Mr. Cottle on December 31, 2018 were in excess of the assumed stock price for purposes of these calculations, no value is shown in respect of them above.

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(a)	Qualifying Termination upon or within one year immediately following a change in control.

(b)	Paid over 12 months.

(c)	Amount reflects two times base salary. Paid in a lump sum upon termination if permitted under Section 409A of the Internal Revenue Code, otherwise paid over 24 months.

(d)	Amount reflects Severance Bonus Amount. Amount shown is actual 2017 bonus.

(e)	Amount reflects two times Severance Bonus Amount. Amount shown is two times actual 2017 bonus. Paid in a lump sum upon termination if permitted under Section 409A of the Internal Revenue Code, otherwise paid over 24 months.

(f)	Amount reflects pro-rata bonus that would have been received for year of termination (amount shown is actual 2018 bonus). Paid in a lump sum.

(g)	Amount reflects the cost of continued health coverage under the Company’s insurance under COBRA for 12 months or, in the event of termination due to death, proceeds from life insurance for which the Company pays the premiums.

(h)	Reflects full vesting of stock options upon termination or, in the case of a change in control, upon the change in control.

(i)	Reflects full vesting of RSUs upon termination or, in the case of a change in control, upon the change in control.

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(a)	Qualifying Termination upon or within one year immediately following a change in control.

(b)	Paid over 12 months.

(c)	Amount reflects two times base salary. Paid in a lump sum, if permitted under Section 409A of the Internal Revenue Code, otherwise paid over 24 months.

(d)	Paid over 12 months. Amount to be reduced by any disability payments to executive under any Company disability plan.

(e)	Amount reflects Severance Bonus Amount. Amount shown is actual 2017 bonus.

(f)	Amount reflects two times Severance Bonus Amount. Amount shown is two times actual 2017 bonus. Paid in a lump sum, if permitted under Section 409A of the Internal Revenue Code, otherwise paid over 24 months.

(g)	Amount reflects pro-rata bonus that would have been received for year of termination (amount shown is actual 2018 bonus). Paid in a lump sum.

(h)	Amount reflects the cost of continued health coverage under the Company’s insurance under COBRA for 12 months or, in the event of termination due to death, proceeds from life insurance for which the Company pays the premiums.

(i)	Reflects full vesting of stock options upon termination or, in the case of a change in control, upon the change in control.

(j)	Reflects full vesting of RSUs upon termination or, in the case of a change in control, upon the change in control.

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(a)	Qualifying Termination upon or within one year immediately following a change in control.

(b)	Paid over 12 months.

(c)	Amount reflects, in the event of termination due to death, proceeds from life insurance for which the Company pays the premiums.

(d)	Reflects full vesting of RSUs upon termination or, in the case of a change in control, upon the change in control.

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(a)	Paid over 12 months.

(b)	Paid in a lump sum in March 2019.

(c)	Amount reflects Medicare reimbursement and full subsidy for dental and vision.

(d)	Represents the “spread” value of the stock options that vested on the effective date of Mr. Sheehan’s separation of employment from the Company (June 27, 2018) (the “Sheehan Release Date”), based on the closing price of our common stock on that day ($48.05).

(e)	Represents the value of the RSUs that vested on the Sheehan Release Date, based on the closing price of our common stock on that day ($48.05).

(f)	Pursuant to his separation agreement, Mr. Sheehan remained eligible to vest in equity awards with an aggregate value of $4,572,041.

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(a)	Mr. Smail was eligible to receive severance payments over 12 months in an aggregate amount of $600,000. As a result of commencing employment with another employer prior to the completion of such payments, his severance payments have been reduced by the amount of his base salary with the new employer.

(b)	Paid in a lump sum in March 2019.

(c)	Represents the “spread” value of the stock options that vested on the effective date of Mr. Smail’s separation of employment from the Company (September 11, 2018) (the “Smail Release Date”), based on the closing price of our common stock on that day ($26.50).

(d)	Represents the value of the RSUs that vested on the Smail Release Date, based on the closing price of our common stock on that day ($26.50).

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(1)	The “Equity compensation plans approved by security holders” includes 3,077,159 shares of common stock that may be issued under the 2003 Plan and 1,862,738 shares of common stock that may be issued under the Company’s 2016 Employee Stock Purchase Plan.

(2)	The “Equity compensation plans not approved by security holders” consist of (a) an employment inducement equity awards of 400,000 RSUs granted during 2016 and (b) our 1995 Equity Incentive Plan (discussed below).

(3)

The weighted average exercise price of outstanding awards does not take into account the shares issuable upon vesting of RSUs which have no exercise price. At December 31, 2018, there was a total of 2,649,250 shares subject to RSUs which were outstanding under the 2003 Plan. Had those RSUs been included in calculating the weighted average exercise price (treating them in effect as options with an exercise price of $0), the weighted average exercise price for awards under security holder-approved plans would have been $8.70, the weighted average exercise price for awards under non-security holder-approved plans would have been $0, and the weighted average exercise price for all outstanding awards would have been $7.96.

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•	At-risk pay.  Executive pay is substantially at-risk because it largely consists of one or more types of performance-based compensation that vary in value based on our stock price, or that can only be earned upon achievement of pre-approved financial targets.

•

SGICP cash bonus program reviewed annually; payouts based on rigorous financial performance targets.  The Compensation Committee reviews the bonus program design each year with a view to realizing desired corporate objectives. In recent years, this review has focused on structuring a payout scale that the Compensation Committee has deemed appropriate in light of our growth objectives and our interest in managing incentive compensation costs. In 2018, annual SGICP bonuses for our named executive officers with Company-wide responsibilities paid out at 25.5% of target, demonstrating the rigor embedded in the financial performance targets and the payout scale established by the Compensation Committee. Annual SGICP bonuses to the named executive officers are dependent upon achievement of pre-approved financial performance targets, and have been recently subject to discretionary reductions (but not increases). Annual SGICP bonuses for our named executive officers with Company-wide responsibilities have varied with the Company’s financial performance over the past five years.

•

Use of Performance-conditioned Restricted Stock Units and Performance-conditioned Stock Options.  In 2018, Mr. Cottle and the other named executive officers, other than Mr. Winterscheidt, were awarded one-third of their annual equity grant in the form of performance-conditioned stock options, the vesting of which was dependent on 20% stock price growth. In addition, two-thirds of Mr. Cottle’s special grant upon being promoted to President and Chief Executive Officer was in the form of performance-conditioned RSUs.

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•	No above-market returns.  We do not offer preferential or above-market returns on deferred compensation. In 2018, the deferred compensation plan was terminated.

•

Stock ownership guidelines.  Since 2013, we have had stock ownership guidelines in place for our President and Chief Executive Officer, his executive officer direct reports and non-employee directors in order to encourage a long-term perspective in managing the Company and to further align the interests of our executive officers and directors with the interests of stockholders. See “Compensation Discussion and Analysis — Corporate Governance Policies — Stock Ownership Guidelines” above for additional information.

•

Clawback policy.  Since 2013, we have had in place a “clawback” policy subjecting cash and equity incentive compensation paid to senior executives (including the named executive officers) to recovery in the event that the Company’s financial statements are restated due to fraud or gross misconduct by the applicable executives. See “Compensation Discussion and Analysis – Corporate Governance Policies – Clawback policy” above for additional information.

•	No hedging policy.  Since 2013, we have had a policy prohibiting employees and directors from engaging in hedging transactions. See “Compensation Discussion and Analysis – Corporate Governance Policies – No hedging policy” above for additional information.

•	Independent compensation consulting firm.  The Compensation Committee benefits from its utilization of an independent compensation consulting firm, which provides no other services to the Company.

•	No above-market returns.  We do not offer preferential or above-market returns on deferred compensation. In 2018, the deferred compensation plan was terminated.

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•	Clarifying that awards are subject to the Company’s clawback policy;

•	Requiring that dividends and dividend equivalents payable on awards will accumulate until vesting and be paid only on vested awards;

•	Adding an annual limit of $750,000 on non-employee director compensation; and

•	Eliminating certain administrative provisions and references to Section 162(m), in light of changes to Section 162(m) of the Internal Revenue Code made by the Tax Cuts and Jobs Act of 2017.

•	attract, retain, motivate and reward executives, employees, directors and other persons who provide services to us and our subsidiaries;

•	provide for equitable and competitive compensation opportunities to participants;

•	encourage long-term service by participants;

•	recognize individual contributions and reward achievement of our goals; and

•	promote the creation of long-term value for stockholders by closely aligning the interests of participants with those of our stockholders.

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(1)	Includes 2,053,136 outstanding stock options with a weighted average exercise price of $18.23 and a weighted average remaining term of 5.84 years and 2,649,250 outstanding RSUs with a weighted average remaining term of 2.0 years.

(3)	Outstanding shares (the denominator in this calculation) include all common stock outstanding at December 31, 2018 and include potential dilution from issuance of unissued shares reserved for outstanding awards or future full-value awards under the 2003 Plan.

(1)	As reported in the notes to our financial statements filed with our Annual Reports on Form 10-K (see Note 18) for each of 2016, 2017 and 2018). The aggregate number of equity awards granted included performance-based awards at grant (rather than upon satisfaction of performance conditions).

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•	stock options;

•	SARs;

•	restricted stock, or a grant of actual shares subject to a risk of forfeiture and restrictions on transfer;

•	deferred stock, or a contractual commitment to deliver shares at a future date, which may or may not be subject to a risk of forfeiture (shares of forfeitable deferred stock are often called RSUs);

•	performance shares or other stock-based performance awards (these include deferred stock or restricted stock awards that may be earned by achieving specific performance objectives);

•	other awards based on common stock;

•	dividend equivalents;

•	cash-based performance awards tied to achievement of specific performance objectives; and

•	shares issuable in lieu of rights to cash compensation.

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•	earnings per share (basic or fully diluted);

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•	revenues;

•	earnings, before or after taxes, from operations (generally or specified operations), before or after interest expense, depreciation, amortization, incentives, capital expenses, extraordinary or special items or other adjustment;

•	AEBITDA;

•	cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital;

•	return on net assets, return on assets, return on investment, return on capital or return on equity;

•	economic value created;

•	operating margin or operating expense;

•	net income;

•	stock price or total stockholder return; and

•

strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals, new products, ventures or facilities, cost targets, internal controls, compliance, customer satisfaction and service, human resources management, supervision of litigation and information technology, and goals relating to acquisitions or divestitures of subsidiaries, affiliates, joint ventures or facilities.

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(1)	For additional information on capital expenditures, see Note 2 in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on February 28, 2019.

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(l)	“Continuing Company” means the entity resulting from the consummation of a transaction involving the Company, including a corporation or entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries.

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