Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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First, ~71% of direct compensation for our named executive officers¹ was based on the Company’s performance and was well aligned with our strong performance in 2014.

Second, Bob Bradway’s compensation in his role as our CEO was positioned below the median (43^rd percentile) of our peer group. In addition, ~73% of Bob’s direct compensation for 2014 was based solely on the Company’s performance. We delivered strong performance, including stock price appreciation of 40% in 2014. Our one-year total shareholder return, or TSR, of 42% is markedly higher than that of our peer group and the Standard & Poor’s 500 for the same period of 24% and 14%, respectively. In 2014, we delivered revenue growth of 7%, adjusted operating income growth of 22%, adjusted net income growth of 15%, and adjusted earnings per share growth of 14%.

Our stock price increased 40% in 2014 and our one-year total shareholder return, or TSR, was 42%, including our dividends, outperforming the TSRs of our peer group and the Standard and Poor’s 500, or S&P 500, for the same period of 24% and 14%, respectively. Our three-year TSR of 157% also far exceeded that of our peer group and the S&P 500 for the same period of 111% and 75%, respectively.

In 2014, our revenues grew 7% to $20.1 billion, adjusted operating income grew 22% to $8.5 billion¹ and adjusted net income grew 15% to $6.7 billion¹. Our adjusted earnings per share (EPS) grew 14%¹.

We returned $1.9 billion in dividends to our stockholders in 2014. We also repurchased 0.9 million shares of our Common Stock in the fourth quarter of 2014.

We target the 50^th percentile, or median, of our peer group for all elements of compensation.

80% of our long-term incentive, or LTI, equity award grants are performance based and granted as performance units with a three-year performance period.

As a consequence, ~68% of our other Named Executive Officers’² direct compensation in 2014 and ~73% of my direct compensation was based solely on our Company’s performance (paid in the form of annual cash incentives based on our annual performance goals and performance units to be paid based on the Company’s performance over a three-year performance period).

We are mindful of stockholder dilution and the potential dilutive effect is considered against

our peer group levels. The rates at which we grant LTI equity awards and its potential dilutive effect is consistent with our peer group levels and has decreased over the last five years.

a clawback policy and our incentive cash compensation plans contain recoupment provisions.

robust stock ownership guidelines.

no defined benefit pension or supplemental executive retirement plan benefits or “above-market” interest on deferred compensation.

no “single-trigger” equity vesting acceleration upon a change of control for restricted stock units and stock options.

We are a Delaware corporation and (excluding the election of directors) the default voting standard established by Delaware Law governs action by our stockholders and provides that abstention votes are considered shares “entitled to vote.”

Abstention votes are included in the vote count for each management-sponsored proposal, other than election of directors. Our vote count methodology applies identically to management-sponsored proposals and stockholder proposals.

Stockholders are made aware of the treatment and effect of abstentions. Therefore, counting abstention votes effectively honors the intent of our stockholders.

The proponent’s own cited source recognizes the value of abstentions, noting “that some institutional investors abstain on shareholder proposals when they wish to convey support for the general subject matter, but have reservations about the specific action requested.”³ This observation is consistent with conversations we have had with a number of our stockholders.

Faced with similar proposals in 2014, stockholders overwhelmingly did not support the adoption of the proposed vote counting methodology.