Sonoco Products Co PRE 14A, filed Feb 27, 2020

Sonoco Products Co (SON)

PRE 14A 2020-02-27 For: 2020-03-03

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ý	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12


ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

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	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:


o	Fee paid previously with preliminary materials:
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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	(2)	Form, Schedule or Registration Statement No.:

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Notice Of 2019 Annual Meeting Of Shareholders	4	Director Compensation		55
Proxy Statement	5	2019 Director Compensation Table		56
Information Concerning the Solicitation	5	Non-employee Directors’ Outstanding Equity Awards
Information about Board Refreshment and Diversity		at 2019 Fiscal Year-end		58
and Experience of Directors and Nominees	8	Audit Committee Report		59
Proposal 1: Election of Directors	9	Independent Registered Public Accounting Firm		60
Corporate Governance	13	Proposal 2: Ratification of Independent
Corporate Governance Guidelines and Code of		Registered Public Accounting Firm		61
Business Conduct and Ethics	13	Proposal 3: Advisory (Non-binding)
Director Independence Policies	13	Resolution to Approve Executive Compensation		62
Majority Withheld – Director Resignation Policy	14	Board of Directors’ Proposals to Amend Certain
Board Leadership Structure, Executive Sessions of		Provisions of the Articles of Incorporation and
Non-management Directors and Lead Director	14	By-laws to Provide for Simple Majority Voting		62
Director Nomination Process	14		Proposal 4: Amendment of Article 6(d)
Shareholder Proxy Access	15		of the Articles of Incorporation and Article III,
Communications with the Board of Directors	15		Section 7, of the By-laws Relating to the Vote
Board Meetings and Committees of the Board	15		Required for Removal of Directors	63
Annual Performance Evaluation of the Board	17		Proposal 5: Amendment of Article 6(f) of the
The Board’s Role in the Risk Management Process	17		Articles of Incorporation Relating to Quorum
Compensation Committee Interlocks			or Voting Requirement for Shareholders	64
and Insider Participation	18		Proposal 6: Amendment of Article IX, Section 1
Related Party Transactions	19		of the By-laws Relating to the Shareholder
Delinquent Section 16(a) Reports	20		Vote Required to Amend the By-laws	65
Security Ownership of Certain Beneficial Owners	20	Proposal 7: Advisory (Non-binding)
Security Ownership of Management	21	Shareholder Proposal Regarding Right
Executive Compensation	23	to Call Special Shareholder Meeting		66
Compensation Discussion and Analysis	23	Incorporation by Reference		67
Compensation Committee Report	39	Shareholder Proposals for Next Annual Meeting		67
Compensation Risk Review	39	Delivery of Documents to Shareholders
Summary Compensation Table	40	Sharing an Address		67
2019 Grants of Plan-based Awards	42	Electronic Access to Annual Meeting Materials		68
Outstanding Equity Awards at 2019 Fiscal Year-end	43	Other Matters		68
2019 Option Exercises and Stock Vested	45
2019 Pension Benefits	46
2019 Nonqualified Deferred Compensation	49
Potential Benefits Payable Immediately Upon
Certain Separation Events	53
Pay Ratio	54


We are sending you these proxy materials in connection with the solicitation by the Board of Directors of Sonoco Products Company of proxies to be used at the Annual Meeting of Shareholders (“Annual Meeting”) to be held on Wednesday, April 15, 2020, at 11:00 a.m. (Eastern time) at The Center Theater, 212 North Fifth Street, Hartsville, SC, and at any adjournment or postponement of the meeting. The proxy materials are first being mailed on or about March 13, 2020. If you wish to attend the meeting in person, you may obtain directions to our office on our website at sonoco.com. The site of the Annual Meeting is only a short distance from the Sonoco office, and directions from the office to the annual meeting site may be obtained at the reception desk. How a Quorum Will Be Established The Annual Meeting will be held if a majority of the outstanding shares of common stock entitled to vote (a “quorum”) is represented at the meeting. If you have submitted valid proxy instructions, or are a record shareholder and attend the meeting in person, your shares will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters introduced. “Broker non-votes” also count in determining whether a quorum is present. A “broker non-vote” occurs when a broker, bank, or nominee who holds shares in street name for a beneficial owner attends the meeting in person, or by proxy, but chooses not to vote on a particular proposal, or does not have discretionary voting power for that proposal, and has not received voting instructions from the beneficial owner. Who May Vote You will only be entitled to vote at the Annual Meeting if our records show that you were a record shareholder on February 26, 2020. At the close of business on February 26, 2020, a total of xxx,xxx,xxx shares of our common stock were outstanding and entitled to vote. Each share of common stock has one vote.	How to Vote Shares Held Directly If you hold your shares in your own name as a record shareholder through our transfer agent, Continental Stock Transfer and Trust, you may vote by proxy or in person at the meeting. To vote by proxy you may select one of the following options:

		Telephone - You may vote by telephone (if you live in the United States) using the toll-free number shown on your proxy card. You must have a touch-tone telephone to use this option. Telephone voting is available 24 hours a day, seven days a week. Votes must be received by 7pm (EDT) on April 14, 2020. Clear and simple voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. If you vote by telephone, please DO NOT return your proxy card.

		Internet - You may vote through the Internet. The website for Internet voting is shown on your proxy card. Internet voting is available 24 hours a day, seven days a week. Votes must be received by 7pm (EDT) on April 14, 2020. When you vote through the Internet, you will be given the opportunity to confirm that your instructions have been properly recorded. If you vote through the Internet, please DO NOT return your proxy card.

		Mail - If you choose to vote by mail, please mark the enclosed proxy card, sign and date it, and return it in the enclosed postage-paid envelope.


Filed by the Registrant	ý
Filed by a Party other than the Registrant	o


Actions of the Proxy Agents If you indicate your voting choices, your shares will be voted according to your instructions. If you fail to give voting instructions, the proxy agents will vote your shares according to the recommendations of the Board of Directors:		How to Vote Shares Held in Street Name by a Broker, Bank, or Other Nominee If your shares are held in street name by a broker, bank, or other nominee, you may direct your vote by submitting your voting instructions to your broker, bank, or other nominee. Please refer to the voting instructions provided by your broker, bank, or other nominee. For matters that are considered “routine” in nature, brokers have discretionary authority to vote on behalf of the shareholder. The only routine proposal for consideration at the Annual Meeting is Proposal 2, the ratification of the independent registered public accounting firm. Brokers may vote on this matter even if you have not provided voting instructions. Your broker, bank, or other nominee is not permitted to vote on Proposal 1 or Proposals 3 through Proposal 7 unless you provide voting instructions. Therefore, if you hold your shares in street name and do not return a voting instruction form, or if you return a voting instruction form but do not indicate how you want your broker, bank, or other nominee to vote on any of these matters, a broker non-vote will occur with respect to such matters. If you wish to vote at the meeting and your shares are held in street name by a bank, broker, or other nominee, you must obtain a proxy executed in your favor from the holder of record prior to the meeting and present it to the Secretary of the Company at the meeting. Cost of this Proxy Solicitation We will pay the cost of this proxy solicitation. Morrow Sodali LLC, will assist in obtaining proxies by mail, facsimile or email from brokerage firms, banks, broker-dealers or other similar organizations representing beneficial owners of shares. We have agreed to a fee of approximately $6,500 plus out-of-pocket expenses. Morrow Sodali LLC may be contacted at Morrow Sodali LLC, 470 West Ave, Stamford, CT 06902. In addition to soliciting proxies by mail, we expect that some of our officers, directors, and regular employees will solicit proxies by telephone, fax, email, or personal contact. None of these officers, directors or employees will receive any additional or special compensation for doing this.

Proposal 1 –	FOR all nominees for director,
Proposal 2 –	FOR ratification of the selection of PwC LLP as our independent registered public accounting firm,
Proposal 3 –	FOR the advisory (non-blinding) resolution on executive compensation,
Proposal 4 –	FOR the amendment of Article 6(d) of the Articles of Incorporation and Article III, Section 7, of the By-laws relating to the vote required for removal of Directors,
Proposal 5 –	FOR the amendment of Article 6(f) of the Articles of Incorporation relating to quorum or voting requirement for shareholders,
Proposal 6 –	FOR the amendment of Article IX, Section 1 of the By-laws relating to the shareholder vote required to amend the By-laws,
Proposal 7 –	FOR the advisory (non-binding) shareholder proposal regarding right to call special shareholder meeting.

The proxy agents will vote according to their best judgment on any other matter that properly comes before the Annual Meeting. At present, the Board of Directors does not know of any other such matters. How to Revoke Your Proxy You may revoke your proxy at any time before it is voted. If you hold your shares in your own name as a record shareholder, you may revoke your proxy in any of the following ways: • by giving notice of revocation at the Annual Meeting; • by delivering to the Secretary of the Company, 1 North Second Street, Hartsville, SC 29550 US, written instructions revoking your proxy; or • by delivering to the Secretary an executed proxy bearing a later date. Subsequent voting by telephone or via the Internet cancels your previous vote. If you are a shareholder of record, you may also attend the meeting and vote in person, in which case your proxy vote will not be used. If your shares are held in street name by a broker, bank, or other nominee, you may revoke your voting instructions by submitting new voting instructions to the broker, bank, or other nominee who holds your shares.


How Votes Will Be Counted

Proposal 1: Election of Directors Directors will be elected by a plurality of the votes cast by shares present and entitled to vote at the Annual Meeting. “Plurality” means that, if there were more nominees than positions to be filled, the persons who received the largest number of votes would be elected. Because there is the same number of nominees as positions to be filled, we expect all nominees to be elected. Votes that are withheld or that are not voted in the election of directors (including broker non-votes) will have no effect on the outcome of the election. Cumulative voting is not permitted. Proposal 2: Ratification of Independent Registered Public Accounting Firm The ratification of the independent registered public accounting firm will be approved if the votes cast in favor exceed the votes cast against the matter. Abstentions or shares that are not voted will have no effect on the outcome of the matter. Proposal 3: Advisory (Non-binding) Resolution to Approve Executive Compensation The vote on the advisory (non-binding) resolution to approve executive compensation will be approved if the votes cast in favor of the matter exceed the votes cast against the matter. However, the vote is non-binding on us and our Board of Directors. Abstentions or shares that are not voted (including broker non-votes) will have no effect on the outcome of the matter. Proposal 4: Amendment of Article 6(d) of the Articles of Incorporation and Article III, Section 7, of the By-Laws Relating to the Vote Required for Removal of Directors The vote on the amendment of Article 6(d) of the Articles of Incorporation and Article III, Section 7 of the By-Laws will be approved only if at least 66 2/3% of the shares of our common stock entitled to be cast are voted in favor of the proposal. Abstentions and broker non-votes will have the same effect as votes against the proposal. Because these two amendments relate to the same subject matter, and adoption of each is contingent upon adoption of the other, they are being voted on together as one proposal.		Proposal 5: Amendment of Article 6(f) of the Articles of Incorporation Relating to Quorum or Voting Requirement for Shareholders The amendment of Article 6(f) of the Articles of Incorporation will be approved only if at least 66 2/3% of the shares of our common stock entitled to be cast are voted in favor of the proposal. Abstentions and broker non-votes will have the same effect as votes against the proposal. Proposal 6: Amendment of Article IX, Section 1, of the By-Laws Relating to the Shareholder Vote Required to Amend the By-Laws The vote on the amendment of Article IX, Section 1, of the By- Laws will be approved only if at least 66 2/3% of the shares of our common stock entitled to be cast are voted in favor of the proposal. Abstentions and broker non-votes will have the same effect as votes against the proposal. Proposal 7: Advisory (Non-binding) Shareholder Proposal Regarding Right to Call Special Shareholder Meeting The vote on the advisory (non-binding) shareholder proposal regarding right to call special shareholder meeting will be approved if the votes cast in favor of the matter exceed the votes cast against the matter. Abstentions or shares that are not voted (including broker non-votes) will have no effect on the outcome of the matter. Because the proposal is non-binding, its effect will be to inform the Board of Directors of the preferences of shareholders casting votes on the proposal. Other Matters Any other matter that may be brought before the meeting will be approved according to our By-laws, Articles of Incorporation and other governing documents, if the votes cast in favor of the matter exceed the votes cast against the matter. Abstentions or shares that are not voted (including broker non-votes) will have no effect on the outcome of such matters.





Harry A. Cockrell Board member since 2013 Age: 70		R. Howard Coker Board member since February 2020 Age: 57
	Mr. Cockrell has been Managing Director of Pacific Tiger Group Limited, a Hong Kong-based privately held investment enterprise with a wide range of businesses and assets across the Asia/Pacific region, since 2005. He is a director of Pathfinder Investment Holdings Corporation, a Philippines real estate management group. He is a former director of Hanesbrands, Inc.,		Mr. Coker was named President and Chief Executive Officer of Sonoco in February 2020. Prior to his appointment to these positions, he had served as Senior Vice President, Global Paper and Industrial Converted Products from 2019 to 2020; as Senior Vice President, Rigid Paper & Closures and Paper/Engineered Carriers International from 2017 to 2018; and as Group Vice
and former investment committee member of Asian Infrastructure Fund. Earlier in his career, he was director of corporate banking for the National Commercial Bank of Saudi Arabia and was a banking advisor for Middle Eastern and Asian interests. Sonoco’s Board believes Mr. Cockrell is qualified to serve as a director based on his previous public board experience as well as his wealth of business, financial, and investment experience, especially in the important and growing Asia/Pacific region. He also has hands on management experience in various industries and markets relevant to our products and services. His previous board experience and his position as a former officer of an international bank provides him with valuable regulatory and banking experience and an understanding of corporate governance issues.		President, Global Rigid Paper & Closures, and Paper & Industrial Converted Products, EMEA, Asia, Australia / New Zealand from 2015 to 2017. Prior to 2015, he served as Group Vice President, Global Rigid Paper & Plastics; as Vice President, Global Rigid Paper & Closures; Vice President & General Manager, Rigid Paper & Closures, N.A.; and as Division Vice President & General Manager, Rigid Paper & Closures Mr. Coker Joined Sonoco in 1985. Mr. Coker is the brother-in-law of J.R. Haley, Chairman of our Board of Directors. Sonoco’s Board believes Mr. Coker is qualified to serve as a director based on his strong operating acumen, diverse experience, deep connection within the organization and his proven leadership style and vision for the company as proven over his 35 years of service. He has played a significant role in the development of our global Industrial and Consumer businesses and has built an outstanding track record of growth and improved business performance and is an authentic leader, driven by Sonoco’s core values.


Dr. Pamela L. Davies Board member since 2004 Age: 63		Philippe Guillemot Board member since 2017 Age: 60
	Dr. Davies has been President Emerita and Professor of Strategy at Queens University of Charlotte (institution of higher learning), Charlotte, NC, after serving as President of the institution from 2002 to 2019. Prior to that, she was Dean of the McColl School of Business at Queens University of Charlotte and Dean of the Lebow College of Business at Drexel University. She is currently a		Mr. Guillemot has been Chief Executive Officer of Elior Group (catering and support services industry), Paris France, since 2017 and was elected to its board of directors in 2018. He was formerly Chief Operating Officer of Alcatel-Lucent SA, Boulogne-Billancourt, France, from 2013 to 2016, prior to its acquisition by Nokia Oyj in 2016, Chief Executive Officer and director of
director of The Cato Corporation, YMCA of the USA, Atrium Health and the Center for Creative Leadership. She was previously a director of Family Dollar Stores, Inc. from 2009 to 2015, Charming Shoppes and C&D Technologies, Inc. Sonoco’s Board believes Dr. Davies is qualified to serve as a director based on the experience described above, as well as the financial and strategic planning expertise, broad leadership ability, global perspective, and strong business academic viewpoint derived from her service as president of a university and former dean of its business school. Her past experience on the boards of other public companies also provides her with valuable regulatory experience and an understanding of corporate governance issues.		Europcar Group, Chairman and Chief Executive Officer of Areva Transmission & Distribution (T&D), Group Executive Vice President of Faurecia SA, Group Vice President of Valeo and held several global executive positions with Michelin. Mr. Guillemot was previously a director of Constellium NV from 2013 to December 2019. Sonoco’s Board believes Mr. Guillemot is qualified to serve as a director based on the experience described above, which has provided a wealth of executive leadership experience. His current and prior service as an executive officer and director of other public manufacturing companies provides him with valuable corporate governance, financial and regulatory knowledge. Mr. Guillemot’s global experience and leadership are especially valuable with respect to our operations in Europe where we have a significant footprint.


Theresa J. Drew Board member since 2018 Age: 62		John R. Haley Board member since 2011 Chairman of the Board member since April 2019 Age: 58
	Ms. Drew retired in June 2019 as the Carolinas Practice managing partner of Deloitte, (an accounting and professional services firm), Charlotte, NC where she served in various roles since 1979. She is a certified public accountant. Ms. Drew serves on the board of The Cato Corporation. She is also a member of the Board of Trustees of The University of North Carolina at Charlotte and		Mr. Haley has served as Chief Executive Officer of Gosiger, Inc., (a privately owned distributor of computer-controlled machine tools and factory automation systems), Dayton, OH, since 2010. He previously served as Managing Partner and as a Division Vice President. Mr. Haley is currently a director of Ultra-met Carbide Technologies and the Gosiger
Chairman of the Board of the YMCA of Greater Charlotte. Sonoco’s Board believes Mrs. Drew is qualified to serve as a director based on her nearly forty years of accounting experience with Deloitte, which has provided her with in-depth financial, auditing and accounting experience related to various businesses and industries, as well as senior leadership experience.		Foundation. Mr. Haley is the brother-in-law of R.H. Coker, who is President and Chief Executive Officer of the Company. Sonoco’s Board believes Mr. Haley is qualified to serve as a director based on the experience described above, which has provided him extensive executive leadership experience in the manufacturing sector. His related experience in corporate finance also provides a valuable resource for our Board and he currently serves as our Chairman.


Robert R. Hill, Jr. Board member since October 2019 Age: 53		Blythe J. McGarvie Board member since 2014 Age: 63
	Mr. Hill has been Chief Executive Officer of South State Corporation (a South Carolina based regional bank holding company), Columbia, SC since 2004. South State Corporation has recently announced that it has entered into an agreement and plan of merger with CenterState Bank Corporation, subject to regulatory and shareholder approvals. The merger agreement calls for Mr. Hill		Ms. McGarvie most recently taught accounting at Harvard Business School in the full-time MBA program. She founded and was Chief Executive Officer of Leadership for International Finance, LLC, and Chief Financial Officer of BIC Group and Hannaford Bros. Co. Ms. McGarvie is a certified public accountant. She is currently a director of Apple Hospitality REIT, Inc.,
to serve as Executive Chairman of the board of directors of the Company and the Bank. He joined South State in 1995 and served as President and Chief Operating Officer from 1999 until 2004. Mr. Hill currently serves on the board of the Federal Reserve Bank of Richmond and has served as Audit Committee chair. Sonoco’s Board believes Mr. Hill is qualified to serve as a director based on his experience described above, and his other public company board experience, chief executive officer experience, and in-depth knowledge of the financial industry and merger and acquisition activity.		LKQ Corporation and Wawa, Inc. (privately held). She was previously a director of Accenture plc from 2001 to 2017, Viacom, Inc. from 2007 to 2017, Travelers Insurance, Pepsi Bottling Group and Lafarge NA. Sonoco’s Board believes Ms. McGarvie is qualified to serve as a director based on the experience described above, which has provided her significant financial, technological and general leadership expertise. Her service on the boards of other public companies also provides her with valuable regulatory experience and an understanding of corporate governance issues. Ms. McGarvie is currently an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission.


Richard G. Kyle Board member since 2015 Age: 54		James M. Micali Board member since 2003 Age: 72
	Mr. Kyle has been President and Chief Executive Officer of The Timken Company (a manufacturer of bearings, transmissions, gearboxes, motors, lubrication systems, and chain), North Canton, OH, since 2014. He was previously Chief Operating Officer, Bearings and Power Transmissions Group, Group President, Aerospace and Steel, and President, Aerospace and		Mr. Micali has been a member and limited partner of, Azalea Fund III since 2008 and Azalea Fund IV since 2014 of Azalea Capital LLC (private equity firm), Greenville, SC. He previously served as “Of Counsel” with Ogletree Deakins LLC (law firm), Greenville, SC. He retired as Chairman and President of Michelin North America, Inc., Greenville, SC, in 2008, and then served as a consultant
Mobile Industries. Mr. Kyle joined Timken in 2006, and was elected to its board of directors in 2013. Prior to joining Timken, he held management positions with Cooper Industries and Hubbell, Inc. Sonoco’s Board believes Mr. Kyle is qualified to serve as a director based on the experience described above, and his broad operational leadership expertise gained in global manufacturing organizations. As a member of the board of The Timken Company, he also brings a valuable understanding of regulatory and corporate governance issues.		to Michelin through 2009. Mr. Micali currently serves as a non-executive director of several private companies, and served as a trustee of Lake Forest College, Lake Forest, IL from 2017 to 2019. He is a former director of SCANA Corporation from 2007 to 2017, Lafarge North America and Ritchie Bros. Auctioneers, Incorporated. Sonoco’s Board believes Mr. Micali is qualified to serve as a director based on the experience described above, including the leadership and operating experience derived from his executive service at a large manufacturing company with global reach. His international perspective, corporate governance experience as a director of other public companies, financial experience as advisor to a private equity firm, and legal expertise are also very valuable to us as a Board member, and in his role as Lead Director and Chair of the Corporate Governance and Nominating Committee.


Sundaram Nagarajan Board member since 2015 Age: 57		Thomas E. Whiddon Board member since 2001 Age: 67
	Mr. Nagarajan has been President and Chief Executive Officer of Nordson Corporation (designer and manufacturer of dispensing equipment for consumer and industrial adhesives, sealants and coatings), Westlake OH since June 2019. Previously, he was with Illinois Tool Works, Inc. where he served as Executive Vice President of Automotive OEM from 2014 to 2019, Executive Vice		Mr. Whiddon was an Advisory Director of Berkshire Partners, LLC (a Boston-based private equity firm), from 2005 until his retirement in 2013, and served various Berkshire portfolio companies in an executive capacity on an interim basis. He was previously with Lowe’s Companies, Inc. where he served as Executive Vice President – Logistics, as well as Executive Vice President and
President of Welding, Group President, Welding International and Group Vice President Welding Group. Sonoco’s Board believes Mr. Nagarajan is qualified to serve as a director based on the experience described above, including broad operational leadership expertise gained in a global manufacturing organization.		Chief Financial Officer. Mr. Whiddon is currently a director of Carter’s Inc. and Dollar Tree Stores, Inc. Sonoco’s Board believes Mr. Whiddon is qualified to serve as a director based on the experience described above, including his general management, information technology and logistics expertise, strong financial acumen, and experience with retail end markets. Mr. Whiddon is Chair of the Audit Committee, as well as an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission. Mr. Whiddon’s service on the boards and audit committees of two other public companies provides him with valuable regulatory and corporate governance experience.


Marc. D. Oken Board member since 2006 Age: 73		Lloyd M. Yates Board member since October 2019 Age: 59
	Mr. Oken has been Chairman of Falfurrias Capital Partners (a private equity firm), Charlotte, NC, since 2018. He was previously Managing Partner from its inception in 2006 to 2018. He held various executive officer positions including Chief Financial Officer at Bank of America Corporation from 1989 until his retirement in 2006. Prior to joining Bank of America, he was a partner at		Mr. Yates retired in 2019 as Executive Vice President and President Carolinas of Duke Energy, Charlotte, NC, a position in which he had served since 2014. Previously, he served as Duke Energy’s Executive Vice President of Regulated Utilities and as Executive Vice President of Customer Operations. He was President and Chief Executive Officer of Progress Energy Carolinas
Price Waterhouse LLP for 13 years. Earlier in his career, Mr. Oken was a Fellow with the Securities and Exchange Commission. He is currently a director, audit committee and finance committee member, of Marsh & McLennan Companies, Inc. He was also a director of Capital Bank Financial Corp. from 2009 to 2017. Sonoco’s Board believes Mr. Oken is qualified to serve as a director due to his previous in-depth financial, banking, audit, and regulatory experience. In addition, his experience in mergers and acquisitions and senior leadership experience provide invaluable insight. Because of his accounting and banking background, Mr. Oken has previously served as Chair of the Audit Committee and is currently an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission.		from 2007 until its merger with Duke Energy in 2012. Mr. Yates serves as a director for Marsh & McLennan Companies and American Water Company. Sonoco’s Board believes Mr. Yates is qualified to serve as a director based on the experience described above, including his public company board experience, as well as working leadership of business operations in the energy industry.


Board / Committee		Primary Areas of Risk Oversight
Full Board		Strategic and operational risks associated with the Company’s products, markets, geographic diversification, acquisitions and divestitures, major litigation, and succession planning.
Audit Committee		Oversight of risk management process and structure, risks and exposures associated with financial reporting, internal controls, regulatory and other compliance, cybersecurity and litigation.
Financial Policy Committee		Risks and exposures associated with liquidity, interest rates, currency, pension funding and investment performance, insurance coverage, and significant capital transactions.
Executive Compensation Committee		Risks and exposures associated with executive development, succession policies and programs, and compensation policies and practices including incentive compensation.
Employee & Public Responsibility Committee		Risks and exposures associated with the environment, safety in the workplace, equal opportunity employment, litigation, public policy, and other matters involving the Company’s reputation.
Corporate Governance & Nominating Committee		Risks and exposures related to corporate governance, leadership structure, effectiveness of the Board and its committees, new director candidates, conflicts of interest, and director independence.


Members of the Executive Compensation Committee during the year ended December 31, 2019, were P.L. Davies, R.G. Kyle, B.J. McGarvie, J.M. Micali, M.D. Oken, S. Nagarajan, and T.E. Whiddon. None of the members of the Committee, except Mr. Nagarajan, had any relationship required to be disclosed by Section 407(e)(4) of Regulation S-K. See “Related Party Transactions” immediately below for a discussion of certain transactions between the Company and two companies of which Mr. Nagarajan is, or was, an executive officer.


Title of Class	Name and Address of Beneficial Owner	Number of Shares	Percent of Class
No Par Value Common	BlackRock Inc. (1) 55 East 52nd Street New York, NY 10055	11,366,238	11.4%
	The Vanguard Group (2) 100 Vanguard Blvd Malvern, PA 19355	10,681,045	10.67%
	State Street Corporation (3) One Lincoln Street Boston, MA 02111	6,888,633	6.88%


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)	Percent of Class (2)	Vested Restricted Stock Units (3)	Deferred Compensation Units (4)	Performance- Contingent Restricted Stock Units (5)
H.A. Cockrell	—	—	—	15,486	—
P.L. Davies	—	—	—	40,410	—
T.J. Drew	—	—	—	2,795	—
P. Guillemot	—	—	—	8,651	—
J.R. Haley	15,115	—	—	27,508	—
R.R. Hill, Jr.	6,065	—	—	801	—
R.G. Kyle	—	—	—	9,626	—
B.J. McGarvie	—	—	—	12,564	—
J.M. Micali	—	—	—	58,589	—
S. Nagarajan	—	—	—	14,165	—
M.D. Oken	7,350	—	—	40,330	—
T.E. Whiddon	15,590	—	—	40,410	—
L.M. Yates	4,000	—	—	472	—
R.H. Coker	190,542	—	18,974	—	—
J.C. Albrecht	3,422	—	—	—	—
R.D. Fuller	79,824	—	—	—	—
J.S. Tomaszewski	2,633	—	—	—	—
R.C. Tiede	144,241	—	20,418	33,820	14,236
B.L. Saunders (6)	61,923	—	3,768	—	—
All Executive Officers and Directors as a group (26 persons)	578,845	—	87,941	271,333	22,610



	The Audit Committee, which was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, assists the Board of Directors with oversight of the integrity of the Company’s financial statements, the adequacy of the Company’s internal controls and its means of assessing and managing exposure to risk, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the Company’s internal audit function. The committee is directly responsible for the appointment, compensation, and retention of the independent auditor, and for overseeing the performance of attest services provided to the Company. The Executive Compensation Committee establishes the Company’s general compensation philosophy and oversees the development and implementation of compensation programs. The committee directly oversees the administration of the Company’s executive officer compensation programs, reviews and approves corporate		goals and objectives, evaluates actual performance against those goals and objectives, and sets compensation for the Chief Executive Officer, Chief Financial Officer, and other executive officers. The committee does not delegate its decision-making authority relating to executive compensation. Further information about the committee’s processes and procedures relating to the consideration of executive compensation is set forth under the captions “Executive Compensation – Compensation Discussion and Analysis – Role of Executive Officers in Determining Executive Compensation” on page 39 and “– Role of Independent Compensation Consultant” on page 38. The Corporate Governance and Nominating Committee is responsible for developing and implementing corporate governance guidelines addressing the structure, mission, practices, and policies of the Board of Directors. The committee identifies, evaluates, and recommends individuals to the



	Board for nomination as members of the Board. The committee annually reviews the skills and characteristics of current Board members, and ensures that processes are in place for an annual appraisal of Chief Executive Officer performance, succession planning, and management development. The Employee and Public Responsibility Committee provides oversight and guidance on social and public policy issues, including compliance with governmental or other regulatory requirements, which may affect business performance and public perception of the Company. The committee oversees the Company’s obligations to its employees and major public constituencies, including shareholders, customers, and the communities in which it operates.		The Financial Policy Committee provides oversight and monitoring of the Company’s financial planning and financial structure so as to provide congruence with the Company’s objectives of growth and sound operation. The committee reviews and evaluates the Company’s capital structure, significant financing transactions, financial risk management policies and practices, and investment funding and management of the Company’s defined benefit and postretirement benefit plans. The Executive Committee is empowered to exercise all of the authority of the Board of Directors between regularly scheduled meetings, except as limited by South Carolina law.


Our directors and executive officers are required to file reports with the Securities and Exchange Commission and the New York Stock Exchange showing the number of shares of any class of our equity securities they owned when they became a director or executive officer, and, after that, any changes in their ownership of our securities. These reports are required by Section 16(a) of the Securities Exchange Act of 1934.		As is the practice of many companies, we file the required reports for our directors and executive officers based on the records we have and information furnished to us by our directors and executive officers. Based on such information and written representations made to us all required filings in 2019 were made on a timely basis except for one Form 3 for Robert R. Dillard, which was filed as soon as the omission was discovered.


	Total Vested / Exercisable SSARs	SSARs with Appreciation as of February 3, 2020	Net Shares Issuable Upon Exercise of SSARs with Appreciation that are included in the Above Table
R.H. Coker	68,219	58,280	6,474
J.C. Albrecht	18,028	10,076	1,113
R.D. Fuller	50,563	40,624	3,082
J.S. Tomaszewski	10,940	8,704	648
R.C. Tiede	132,734	100,132	8,449
All Executive Officers as a group	362,147	288,102	25,874




Director Stock Ownership Guidelines The Board of Directors has adopted stock ownership guidelines for outside directors, which establish a target level of ownership of our common stock based on years of service as a director. The guidelines are as follows: 3,000 shares, 5,000 shares, and 8,000 shares after two, four, and six years of service, respectively. Compensation deferred into Sonoco stock equivalent units and Deferred Stock Equivalent Units is included in determining whether these guidelines have been met. All of our directors are in compliance with these guidelines.


COMPENSATION DISCUSSION AND ANALYSIS This section describes our compensation philosophy, summarizes executive compensation programs and reviews decisions made for the following Named Executive Officers (“NEOs”). Executive Summary Our compensation decisions in 2019 were developed to support successful execution of our business strategy. The Compensation Committee has oversight of the development and execution of our compensation program. The program is driven by the over-arching goal of linking pay with performance and creating long-term shareholder value. Our decisions involving 2019 goal setting and other actions influencing executive compensation were based on the expectation for improvement in operating results due to acquisitions; modest volume growth in our Consumer-related businesses; achieving a modest positive price/cost relationship due to commercial excellence initiatives; and productivity improvements driven by procurement savings. These favorable actions were expected to more than offset the negative impacts of higher taxes and foreign exchange. Performance Highlights and Key Accomplishments Sonoco is committed to creating sustainable packaging, services and programs for our customers, employees and communities that support our corporate purpose of Better Packaging. Better Life. In 2019, we continued to make decisions to simplify our structure, processes and portfolio aimed at driving consistent earnings growth and solid returns to our shareholders. Our strategy is focused on four elements: driving profitable growth, both organically and through targeted acquisitions, improving margins, increasing free cash flow, and sustainability. While not a financial metric, we believe sustainability is so important that we are making it an integral part of our business strategy. 2019 was an unpredictable year as a slowdown in manufacturing activity impacted our industrial business, and our consumer business faced some choppiness as our customers’ fluctuating order	NAMED EXECUTIVE OFFICERS FOR 2019

		Robert C. Tiede President and Chief Executive Officer (until February 1, 2020)

		Julie C. Albrecht Vice President and Chief Financial Officer

		Rodger D. Fuller Senior Vice President, Global Consumer Packaging, Display and Packaging and Protective Solutions (until February 1, 2020; Executive Vice President Global Industrial and Consumer as of February 2, 2020)

		R. Howard Coker Senior Vice President, Global Paper/ Industrial Converted Products (until February 1, 2020; President and Chief Executive Officer as of February 2, 2020)

		Jeffrey S. Tomaszewski Vice President, Global RPC and Display & Packaging (until February 29, 2020; Vice President North America Consumer and Global RPC as of March 1, 2020)

		Barry L. Saunders Retired Senior Vice President and Chief Financial Officer (until March 31, 2019)


Shareholder Engagement Shareholder engagement is a key pillar of our governance strategy and we are committed to active engagement with our shareholders. In 2019, our Board Chairman and Lead Independent Director along with members of senior management engaged in direct dialogues with several of our largest institutional shareholders. Issues discussed during these engagement meetings included corporate strategy, governance, risk assessment and management, board experience and refreshment, executive compensation practices, and our sustainability strategy. As a result of these consultations, along with other research and review, the Board has put forth proposals to Amend Certain Provisions of Sonoco’s Articles of Incorporation and By-Laws to provide for simple majority voting for shareholder consideration at our 2020 annual meeting. We expect to conduct additional proactive engagements with several of our largest institutional shareholders in order to better understand their perceptions and communicate our focus on sustainability, corporate governance and executive compensation. In addition, we expect to continue providing shareholders regular updates on our performance and strategic actions, by conducting an annual investor day meeting and quarterly financial updates. See further information on “Communications with the Board of Directors” on page 15. Compensation Objectives The Committee is comprised of all independent directors. The Committee establishes the Company’s overall compensation philosophy, oversees the development and implementation of various compensation programs and determines the executive compensation provided to all of our executive officers, including our NEOs. Information about the purpose of the Committee and its process and procedures for consideration and determination of executive officer compensation is outlined under the caption “Corporate Governance – Board Meetings and Committees of the Board – Executive Compensation Committee” on page 16 of this Proxy Statement and, a copy of the Committee’s charter is also available in the Investor Relations section of our website at www.sonoco.com. The Committee does not delegate its decision-making authority relating to executive compensation. Our compensation program is designed to meet three principal objectives: · Attract, retain and reward executives whose contributions support the Company’s long-term success; · Encourage achievement of both short and long-term financial and strategic goals by directly linking executive compensation to Company performance; and · Maintain consistent and continuing alignment of management actions and shareholders’ interests. Each aspect of our overall compensation program is designed to support these objectives to various degrees, with the overarching goal of maximizing long-term shareholder value.		Pay Mix and Pay Philosophy The executive compensation program consists of the following components:
		Direct compensation elements, consisting of: · Base salary · Performance-based annual cash incentive · Long-term equity incentive
		Executive benefit elements, consisting of: · Supplemental executive retirement benefits · Executive life insurance
		Minimal prerequisites
		Weightings of Direct Compensation Elements Base salary, performance-based annual cash incentive and long-term equity incentives comprise total direct compensation for each executive. With the exception of base salary, all elements of direct compensation are variable and intended to fluctuate based on performance as measured by both operating results and changes in shareholder value. This pay mix supports our pay-for-performance compensation objective and places a significant amount of compensation at risk. As illustrated below, for 2019, 85% of the CEO’s target total direct compensation and 72% of the other NEOs’ target total direct compensation are at risk. Compensation for all the NEOs, including the CEO, places more weight on long-term incentives than annual incentives to reflect the importance of making strategic decisions that focus on long-term results. The CEO’s long-term incentives have the greatest weighting to provide the strongest alignment of his compensation with long-term shareholder interests. The following charts illustrate the allocations of direct compensation elements and are based on 2019 direct compensation elements at target. For annual performance-based cash incentives, “target” incentive is used as described in the “Performance-based Annual Cash Incentive” section on page 28. For long-term equity incentives, “target” is equal to the grant date value of the share allocation and is described in the “Long-term Equity Incentives” section on page 31. The method used to value shares is consistent with the information presented in the “Summary Compensation Table” on page 40.


		Use of National Market Surveys and Peer Company Data The Committee relies on two sources of data to set specific compensation levels. The first source of data is derived from national compensation surveys conducted by three independent consulting firms Aon, Willis Towers Watson and Mercer. These surveys cover a large number of similar corporate officer positions nationally. We refer to this as our “National Survey Data”. We match our corporate officer positions to the survey positions using the aggregate data that has been size-adjusted based on revenue and/or scope parameters, which helps to ensure that the data reflects the national market for talent among companies comparable in size to Sonoco. Likewise, we match division officer positions to similar positions in the survey data for comparable division revenue ranges. In addition to the National Survey Data, at least annually, the Committee’s consultant has prepared customized compensation studies with respect to our NEOs in comparison to the NEOs of a 13-company group of packaging companies approved by the Committee that we refer to as our “Peer Group”. The Peer Group companies have revenues, assets and market capitalization similar to those of Sonoco. As a result of Amcor’s acquisition of Bemis Company Incorporated, the Committee removed Bemis Company Incorporated as a peer company in 2020. The combined company Amcor Plc. (merger of Amcor and Bemis) has brought the company size and revenue profile outside of our targeted range. The Committee is not expected to recommend a replacement company at this time, so the Peer Group for 2020 is expected to consist of the remaining 12 companies. The 2019 Peer Group companies, each of which has revenues that generally range between 50% and 200% of Sonoco’s revenue, are:
		Aptar Group Incorporated
		Avery Dennison Corporation
		Ball Corporation
		Bemis Company Incorporated
		Berry Plastics Group
		Crown Holdings Incorporated
		Domtar
		Graphic Packaging
		Greif Incorporated
		Owens-Illinois Incorporated
		Packaging Corporation of America
		Sealed Air Corporation
		Silgan Holding
		The Committee uses the aggregate compensation data from the broader National Survey Data to set specific compensation levels, but cross checks these levels against the Peer Group company data. In most cases the data from both sources are comparable.


	Annual Incentive Compensation at Threshold*	Annual Incentive Compensation at Target*	Annual Incentive Compensation at Maximum*
R.C. Tiede	48.0%	120.0%	240.0%
J.C. Albrecht	27.0%	67.0%	135.0%
R.D. Fuller	30.0%	75.0%	150.0%
R.H. Coker	30.0%	75.0%	150.0%
J.S. Tomaszewski	17.2%	43.1%	86.2%
B.L. Saunders	30.0%	75.0%	150.0%


Incentive Plan Financial Measures	Weightings
Base OPBDA	50%
BEPS	20%
Sales Volume Growth	15%
Working Capital	15%


The financial measure goals established for the annual cash incentive at the beginning of the year, and the actual 2019 financial performance were as follows:


	Threshold	Target	Maximum	Actual 2019 Performance
Base OPBDA	0%	7.3%	8.3%	5.2%
BEPS	0%	4.5%	5.9%	4.7%
Sales Volume Growth	0%	0.3%	0.6%	-2.5%
Working Capital Cash Gap Days	48.1	47.1	46.6	-8.1%


	Annual Incentive Compensation for 2019	Percentage of Target	Percentage of Base Salary	Percent Change from Prior Year
R.C. Tiede	$744,364	65.6%	78.7%	-44.1%
J.C. Albrecht	224,514	65.6%	44.1%	-22.6%
R.D. Fuller	267,719	65.6%	49.2%	-50.7%
R.H. Coker	267,719	65.6%	49.2%	-50.5%
J.S. Tomaszewski	116,310	65.6%	28.2%	-45.9%
B.L. Saunders	72,106	65.6%	49.2%	-88.5%


	Threshold Vesting	Target Vesting	Maximum Vesting
Average Three-Year RONAE*	10.9%	11.8%	12.1%
Three-Year Cumulative Growth in BEPS**	1.5%	5.2%	7.0%


	Termination	Retirement	Death/Disability	Change in Control
PCSUs – 50% award	Forfeit unvested shares	Vested shares determined by performance at end of performance period and prorated based on period of employment during performance period	Vested shares determined by performance at end of performance period and prorated based on period of employment during performance period	Unvested shares vest at target on a pro rata basis upon CIC.
SSARs – 25% award	Forfeit unvested shares	Forfeit unvested shares	Immediate vesting upon death/disability	If involuntary (or good reason) termination of employment within two years of CIC, immediate vesting upon termination.
RSUs – 25% award	Forfeit unvested shares	Forfeit unvested shares	Immediate vesting upon death/disability	If involuntary (or good reason) termination of employment within two years of CIC, immediate vesting upon termination.
RSUs – special grant	Forfeit unvested shares	Forfeit unvested shares	Vests on a pro rata basis, subject to approval from Committee	Vests on a pro rata basis upon CIC.


More detailed descriptions of the DBSERP benefit, the DCSERP benefit, the qualified Pension Plan, the DB Restoration benefit, the Sonoco Retirement Contribution, Company Match and DC Restoration benefit are set forth under “Sonoco Pension Plan” on page 47, “Defined Benefit Restoration and Defined Benefit Supplemental Executive Retirement PlanP” on page 47 and the “2019 Nonqualified Deferred Compensation Plans” on page 49. Executive Perquisites In support of our pay-for-performance philosophy, executive perquisites are minimal. Executive officers are permitted occasional use of the company aircraft for personal travel or family emergencies. The CEO also uses the company aircraft for regular business travel because we believe his use of the aircraft helps minimize time involved in commercial travel that could otherwise be directed to our business, and enhances his security. For other officers, personal use of the aircraft is reviewed on a case by case basis, and is permitted only under circumstances where there is direct benefit to us to minimize time spent on personal travel or in the case of family emergencies. The Company does not provide a tax gross-up for the imputed income relating to the personal use of the Company plane. With the exception of gross-ups that might be paid pursuant to our broad-based employee relocation assistance plan, which covers all eligible salaried employees, we do not provide income tax gross-ups to our NEOs, and our Compensation Committee has adopted a resolution that prohibits such payments. Executive Compensation Policies Executive Officer Stock Ownership Guidelines To emphasize the importance of linking executive and shareholder interests, the Board of Directors adopted stock ownership guidelines for executive officers. The target level of ownership of common	stock (or Common Stock Equivalents) was established as a multiple of each executive officer’s annual base salary as outlined below:
	Chief Executive Officer	6.0 times annual base salary
	Chief Operating Officer	4.0 times annual base salary
	Executive Vice Presidents	3.0 times annual base salary
	Senior Vice Presidents	2.0 times annual base salary
	Other Officers	1.0 times annual base salary

	Beginning on July 1, 2011, and until the executive attains the target ownership level, the executive is required to hold in shares at least one-half of the realized gains (less taxes) from the vesting or exercise of equity awards. Common stock held in the Sonoco Retirement and Savings Plan, stock equivalents earned through nonqualified deferred compensation plans, vested RSUs, and any other beneficially owned shares of common stock are included in determining compliance with the guidelines. Unvested RSUs and shares that may be acquired through the exercise of stock options or SSARs are not included in the calculation of stock ownership for guideline purposes. Anti-hedging Policy The Board of Directors has adopted an anti-hedging policy for Company stock. Sonoco considers it inappropriate for any director, officer (including all NEOs), or other employee to enter into speculative transactions in Sonoco stock. Such activities may put personal interests and objectives in conflict with the best interests of the Company and its stockholders. Therefore, our policy prohibits the purchase or sale by any director, officer or employee of puts, calls,


Name and Principal Position (a)	Year (b)	Salary ($) (c)		Bonus ($) (d)	Stock Awards ($)(1) (e)	Option Awards ($)(2) (f)	Non-Equity Incentive Plan Compensation ($)(3) (g)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)(h)	All Other Compensation ($)(5) (i)	Total ($) (j)
Robert C. Tiede	2019	$945,983	(6)	-0-	$2,513,695	$820,007	$744,364	-0-	$378,636	$5,402,685
President and	2018	814,077		-0-	3,786,463	586,251	1,332,354	-0-	292,096	6,811,241
Chief Executive Officer	2017	670,556		-0-	923,682	299,344	434,772	-0-	202,159	2,530,513
Julie C. Albrecht *	2019	509,131		-0-	750,051	200,005	224,514	-0-	127,881	1,811,582
Vice President and	2018			-0-
Chief Financial Officer	2017			-0-
Rodger D. Fuller	2019	544,374		-0-	750,101	250,004	267,719	1,267,654	168,574	3,248,426
Senior VP – Global Consumer	2018	500,694		-0-	551,327	183,754	542,741	255,728	19,700	2,053,943
Packaging, D&P & Protective	2017	487,084		-0-	483,575	161,182	270,697	507,360	21,162	1,931,060
R. Howard Coker	2019	544,374		-0-	776,097	250,004	267,719	1,056,724	169,434	3,064,353
Senior VP - Global Paper/	2018	498,974		-0-	570,206	183,754	540,876	-0- (7)	98,682	1,892,492
Industrial Converted Products	2017	485,412		-0-	504,282	161,182	269,768	664,832	78,780	2,164,255
Jeffery S. Tomaszewski *	2019	411,729		-0-	468,828	56,257	116,310	294,543	56,168	1,403,835
VP - Global RPC &	2018			-0-
Display and Packaging	2017			-0-
Barry L. Saunders	2019	146,619		-0-	30,184	0	72,106	1,678,371	100,219	2,027,499
Former Senior Vice President	2018	579,356		-0-	921,981	300,003	628,009	176,199	113,360	2,718,908
and Chief Financial Officer	2017	563,603		-0-	784,598	253,255	313,222	999,908	90,839	3,005,424


	Executive Life Insurance (a)	Company Contributions and Accruals to Defined Contribution Plans (b)	Company Contributions to the Defined Contribution SERP (c)	All Other Compensation Total (d)
R.C. Tiede	$29,342	$222,518	$126,776	$378,636
J.C. Albrecht	5,235	74,594	48,052	127,881
R.D. Fuller	4,272	103,395	60,907	168,574
R.H. Coker	5,318	103,209	60,907	169,434
J.S. Tomaszewski	-0-	50,022	6,146	56,168
B.L. Saunders	8,961	74,854	16,404	100,219


			Estimated Possible Payouts Under Non-equity Incentive Plan Awards (1)			Estimated Possible Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (#) (3) (i)	All Other Option Awards: Number of Securities Underlying Options (#) (4) (j)	Exercise or Base Price of Option Awards ($/Share) (k)	Grant Date Fair Value of Stock and Option Awards ($) (5) (l)
Name (a)	Grant Date (b1)	Committee Action Date (b2)	Threshold ($) (c)	Target ($) (d)	Maximum ($) (e)	Threshold (#) (f)	Target (#) (g)	Maximum (#) (h)			Exercise or Base Price of Option Awards ($/Share) (k)
R. C. Tiede
Annual Cash Incentive	NA	02-12-2019	$454,072	$1,135,180	$2,270,360
SSARs	02-13-2019	02-12-2019								98,796	$60.77	$820,007
PCSUs	02-13-2019	02-12-2019				14,633	29,265	58,530				1,640,011
RSUs	02-13-2019	02-12-2019							15,123			873,685
J.C. Albrecht
Annual Cash Incentive	NA	02-12-2019	136,957	342,392	684,784
SSARs	02-13-2019	02-12-2019								24,097	60.77	200,005
PCSUs	02-13-2019	02-12-2019				3,569	7,138	14,276				400,014
RSUs	02-13-2019	02-12-2019							3,473			200,010
RSUs	03-01-2019	02-12-2019							2,580			150,027
R. D. Fuller
Annual Cash Incentive	NA	02-12-2019	163,312	408,281	816,562
SSARs	02-13-2019	02-12-2019								30,121	60.77	250,004
PCSUs	02-13-2019	02-12-2019				4,462	8,923	17,846				500,045
RSUs	02-13-2019	02-12-2019							4,342			250,056
R. H. Coker
Annual Cash Incentive	NA	02-12-2019	163,312	408,281	816,562
SSARs	02-13-2019	02-12-2019								30,121	60.77	250,004
PCSUs	02-13-2019	02-12-2019				4,462	8,923	17,846				500,045
RSUs	02-13-2019	02-12-2019							4,770			276,052
J. S. Tomaszewski
Annual Cash Incentive	NA	02-12-2019	70,951	177,377	354,754
SSARs	02-13-2019	02-12-2019								6,778	60.77	56,257
PCSUs	02-13-2019	02-12-2019				1,004	2,008	4,016				112,528
RSUs	02-13-2019	02-12-2019							977			56,265
RSUs	11-01-2019	10-08-2019							5,190			300,034
B. L. Saunders
Annual Cash Incentive	NA	02-12-2019	43,986	109,964	219,928
SSARs (6)	02-13-2019	02-12-2019								0	60.77	0
PCSUs (6)	02-13-2019	02-12-2019				0	0	0				0
RSUs (6)	02-13-2019	02-12-2019							497			30,184


								Stock Awards
			Option or SSAR Awards							Equity Incentive	Equity Incentive Plan Awards:
Name (a)	Option Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable (1) (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (1) (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)	Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested (#) (1) (g)	Market Value of Shares or Units of Stock That Have Not Vested (2) ($) (h)	Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (3) (i)	Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested (2) ($) (j)
R. C. Tiede	02-13-2019			98,796	-0-	$60.77	02-13-2029
	02-13-2019									29,265	$1,806,236
	02-13-2019							14,239	$878,831
	4-1-2018	(4)						43,362	2,676,278
	02-14-2018		29,536	59,968	-0-	50.83	03-15-2028
	02-14-2018									25,308	1,562,010
	02-14-2018							8,218	507,215
	02-08-2017		27,099	13,961	-0-	54.46	03-10-2027
	02-08-2017							1,975	121,897
J.C. Albrecht	3-1-2019	(5)						2,635	162,626
	02-13-2019			24,097	-0-	60.77	02-13-2029
	02-13-2019									7,138	440,557
	02-13-2019							3,473	214,354
	02-14-2018			10,230	-0-	50.83	03-15-2028
	02-14-2018									4,317	266,445
	02-14-2018							1,403	86,593
	3-20-2017	(5)						2,970	183,302
R. D. Fuller	02-13-2019			30,121	-0-	60.77	02-13-2029
	02-13-2019									8,923	550,728
	02-13-2019							4,342	$267,988
	02-14-2018		9,257	18,797	-0-	50.83	03-15-2028
	02-14-2018									7,933	489,625
	02-14-2018							2,577	159,052
	02-08-2017		14,592	7,518	-0-	54.46	03-10-2027
	02-08-2017							1,064	65,670
R. H. Coker	02-13-2019			30,121	-0-	60.77	02-13-2029
	02-13-2019									8,923	550,728
	02-13-2019							4,342	267,988
	02-14-2018		9,257	18,797	-0-	50.83	03-15-2028
	02-14-2018									7,933	489,625
	02-14-2018							2,577	159,052
	02-08-2017		14,592	7,518	-0-	54.46	03-10-2027
	02-08-2017							1,064	65,670
	02-11-2015		17,656		-0-	46.16	02-11-2025
J. S. Tomaszewski	11-1-2019	(6)						5,227	322,604
	02-13-2019			6,778	-0-	60.77	02-13-2029
	02-13-2019									2,008	123,934
	02-13-2019							977	60,300
	02-14-2018		1,889	3,837	-0-	50.83	03-15-2028
	02-14-2018									1,619	99,925
	02-14-2018							526	32,465
	02-08-2017		3,251	1,675	-0-	54.46	03-10-2027
	02-08-2017							237	14,628
B. L. Saunders (7)	02-14-2018									5,396	333,057