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1.	To elect three directors, each for a term that expires in 2020;

2.	To approve, by non-binding vote, the compensation of the Corporation’s named executive officers;

3.	To recommend, by non-binding vote, the frequency of future non-binding votes on the compensation of the Corporation’s named executive officers;

4.	To ratify the selection of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending June 30, 2018; and

5.	To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

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1.

Proposal One: The election of the director nominees requires the favorable vote of a plurality of all votes cast by the holders of the Common Stock at a meeting at which a quorum is present. Broker non-votes and proxies marked “Withhold” will not be counted toward the election of directors or toward the election of individual nominees specified in the form of proxy and, thus, will have no effect on the outcome of this proposal. However, as set forth under “Corporate Governance – Majority Voting Policy in Uncontested Elections,” each director has agreed that if he or she receives more “Withheld” votes than “For” votes in an uncontested election such as this one, the director will tender his or her resignation for consideration by the Nominating and Governance Committee and the Board.

2.	Proposal Two: The non-binding approval of the compensation of our named executive officers requires the favorable vote of a majority of all votes cast by the holders of the Common Stock at a meeting at which a quorum is present. Broker non-votes and abstentions will have no effect on the outcome of this proposal.

3.

Proposal Three: The non-binding shareholder recommendation on the frequency of future votes on the compensation of our named executive officers requires the favorable vote of a plurality of all votes cast by the holders of the Common Stock at a meeting at which a quorum is present. The frequency (every year, every two years or every three years) that receives a plurality of all votes cast by the holders of the Common Stock at a meeting at which a quorum is present will

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4.	Proposal Four: The ratification of the Corporation’s independent registered public accounting firm for the year ending June 30, 2018 also requires the favorable vote of a majority of all votes cast by the holders of the Common Stock at a meeting at which a quorum is present. Broker non-votes and abstentions will have no effect on the outcome of this proposal.

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•	Works closely with the Chairman to approve the information presented to the Board and set and approve meeting agendas and meeting schedules;

•	Chairs meetings of the Board in the absence of the Chairman;

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•	Oversees meetings of the independent directors, including executive sessions of the nonemployee directors;

•	Serves as the principal liaison between the independent directors and the Chairman;

•	Takes a leading role in the Board evaluation process; and

•	Has the authority to call meetings of the independent directors from time to time.

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(1)	Aside from Mr. Gerlach, percentages based upon 27,442,591 shares outstanding as of September 18, 2017. Percentage for Mr. Gerlach is based on 27,448,151 shares, which includes 5,560 shares available from vested stock appreciation rights, assuming exercise on September 18, 2017.

(2)

Mr. Gerlach beneficially owns 8,223,825 shares in the aggregate. This includes: (i) 268,397 shares held by Mr. Gerlach’s spouse either directly or as trustee for which Mr. Gerlach’s spouse has the sole power to vote and dispose of these shares. Mr. Gerlach disclaims beneficial ownership of all of these shares; (ii) 5,737,602 shares held by the John B. Gerlach Marital Deduction Trust A-1, of which Mr. Gerlach is trustee with no power to vote or dispose of the shares, and of which Mr. Gerlach’s mother, Dareth A. Gerlach, is the special trustee with the sole power to vote and dispose of the shares. Mr. Gerlach disclaims beneficial ownership of all of these shares; (iii) 137,430 shares held by the John B. Gerlach Taxable Trust U/A, of which Mr. Gerlach is trustee with no power to vote or dispose of the shares, and of which Mr. Gerlach’s mother, Dareth A. Gerlach, is the special trustee with the sole power to vote and dispose of the shares. Mr. Gerlach disclaims beneficial ownership of all of these shares; (iv) 372,200 shares held by Mr. Gerlach as trustee or custodian for which he has the sole power to vote and dispose of the shares. Mr. Gerlach disclaims beneficial ownership of all of these shares; (v) 360,500 shares held by a family limited partnership and general partnership, of which Mr. Gerlach is a shareholder and an officer of each. Mr. Gerlach has shared power to vote and dispose of all of these shares and disclaims beneficial ownership of 351,461 of these shares; (vi) 305,326 shares held by the Gerlach Foundation Inc., a private charitable foundation for which Mr. Gerlach shares the power to vote and dispose of the shares. Mr. Gerlach disclaims beneficial ownership of all of these shares; (vii) 132,160 shares held by Lancaster Lens Inc., a private charitable foundation for which Mr. Gerlach shares the power to vote and dispose of the shares. Mr. Gerlach disclaims beneficial ownership of all of these shares; and (viii) 620,122 shares held by Lehrs, Inc., a for profit corporation that is owned by the Fox Foundation, Inc., Gerlach Foundation, Inc. and The FG Foundation. Mr. Gerlach and Mr. Fox serve as trustees of The FG Foundation, which is a supporting foundation of a public charitable foundation. Mr. Gerlach and Mr. Fox each have shared power to vote and dispose of the shares held by Lehrs, Inc., and each disclaims beneficial ownership of all of those shares.

(3)

Includes 5,737,602 shares held by the John B. Gerlach Marital Deduction Trust A-1 and 137,430 shares held by the John B. Gerlach Taxable Trust U/A. Mr. Gerlach is trustee of these trusts with no power to vote or dispose of the shares, and Mr. Gerlach’s mother, Dareth A. Gerlach, is the special trustee with the sole power to vote and dispose of the shares. These shares are also included in the total number of shares held by Mr. Gerlach in the above table. Mr. Gerlach disclaims beneficial ownership of these shares, all of which are also reported in footnote 2.

(4)	BlackRock, Inc. filed a Schedule 13G/A with the SEC on January 25, 2017 indicating that, as of December 31, 2016, BlackRock, Inc. has sole voting power with respect to 1,888,278 shares and sole dispositive power with respect to 1,933,601 shares.

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(5)	The Vanguard Group filed a Schedule 13G/A with the SEC on February 10, 2017 indicating that, as of December 31, 2016, The Vanguard Group has sole voting power with respect to 37,443 shares, sole dispositive power with respect to 1,717,344 shares, and shared dispositive power with respect to 39,264 shares.

(6)	State Street Corporation filed a Schedule 13G with the SEC on February 7, 2017 indicating that, as of December 31, 2016, State Street Corporation has shared dispositive power with respect to 1,390,893 shares.

(1)

Aside from Messrs. Gerlach, Ciesinski and Fell, individual percentages based upon 27,442,591 shares outstanding as of September 18, 2017. Percentages for Messrs. Gerlach, Ciesinski and Fell are based on 27,448,151 shares, 27,443,486 shares and 27,444,591 shares, respectively, which include the individual amounts noted in (4) below. Percentages for the group are based on 27,451,046 shares, which include the total amount noted in (4) below.

(2)

Mr. Fox beneficially owns 1,062,157 shares in the aggregate. This includes: (i) 53,273 shares held directly by Mr. Fox’s spouse. Mr. Fox disclaims beneficial ownership of all of these shares; (ii) 86,997 shares held by Mr. Fox as trustee for which he has the sole power to vote and dispose of the shares. Mr. Fox disclaims beneficial ownership of 78,398 of these shares; (iii) 57,530 shares held by the Fox Foundation Inc., a private charitable foundation for which Mr. Fox shares the power to vote and dispose of the shares. Mr. Fox disclaims beneficial ownership of all of these shares; and (iv) 620,122 shares held by Lehrs, Inc., a for profit corporation that is owned by the Fox Foundation, Inc., Gerlach Foundation, Inc. and The FG Foundation. Mr. Fox and Mr. Gerlach serve as trustees of The FG Foundation, which is a supporting foundation of a public charitable foundation. Mr. Fox and Mr. Gerlach each have shared power to vote and dispose of the shares held by Lehrs, Inc., and each disclaims beneficial ownership of all of those shares.

(3)	See the footnote for Mr. Gerlach in the beneficial ownership table listed previously within this Proxy Statement.

(4)	Includes 5,560; 895 and 2,000 shares available from vested stock appreciation rights for Messrs. Gerlach, Ciesinski and Fell, respectively, assuming exercise on September 18, 2017.

(5)	Includes 13,156 shares held as trustee for which Mr. Harris has the sole power to vote and dispose of these shares.

(6)	For purposes of this calculation, the 620,122 shares held by Lehrs, Inc. have only been counted once.

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•	Overall sales increased 1% to $1.2 billion. Our retail net sales increased with growth from certain product lines and the incremental contribution from our acquisition of Angelic. Our foodservice sales declined as influenced by our targeted customer rationalization efforts that began in the third quarter of 2016 and deflationary pricing.

•

Operating income decreased 5% as impacted by higher retail trade spending, deflationary pricing and higher selling, general and administrative costs. Offsetting these negative factors were lower raw-material costs and a more favorable sales mix. In addition, we incurred a one-time charge of $17.6 million in the third quarter related to our withdrawal from an underfunded multiemployer pension plan. Excluding this charge, our operating income increased $7.7 million, or 4.2%, to $192.3 million.

•	After making the adjustments noted below, value-added income, a key factor in our annual incentive plans, increased by 8% at both the corporate level and in the Specialty Foods segment.

•

The 2017 incentive calculation excludes the impact of the $17.6 million one-time multiemployer pension charge. In addition, the financial impact of Angelic, including its sales, operating income and net assets, was excluded from the 2017 incentive calculation because that business was acquired during the course of the year and was therefore not considered in the development of the 2017 incentive plan.

•	The value-added income at the corporate level increased because of higher 2017 adjusted operating income, partially offset by a slight increase in the average net asset level. The annual incentive for Mr. Fell, our CFO, is based on this value-added income.

•	Value-added income in the Specialty Foods segment also increased as compared to 2016, which impacted the annual incentive payout for Mr. Ciesinski, our CEO as of July 1, 2017, and the President of the Corporation and its T. Marzetti Company subsidiary during fiscal 2017.

•	Net income and net income per common share (fully diluted) decreased by 5.3% and 5.4%, respectively, primarily impacted by the pension charge discussed above.

•	Return on beginning shareholders’ equity was 22.5%.

•	Our financial strength remained strong with a year-end cash balance of $143.1 million and no debt.

•	Salary increases of 5% to Messrs. Gerlach and Fell made at the beginning of 2017. Mr. Ciesinski joined the Corporation in April 2016 and was not a named executive officer in the 2015 fiscal year.

•	Annual incentive payouts for 2017 were as follows versus those provided in 2016:

•	Similar to 2016, Mr. Gerlach did not receive an annual incentive payout for 2017 based on the discretionary judgment of the Compensation Committee.

•

Mr. Ciesinski’s annual incentive payout for 2017 of $445,480 was based on the value-added income and the sales growth achieved by the Specialty Foods segment. As noted, 2017 was Mr. Ciesinski’s first full fiscal year with the Corporation and his 2017 annual incentive payment is a substantial increase over his $110,800 in incentive payments for 2016, which was based on his partial-year employment and the judgment of the Compensation Committee.

•	Mr. Fell’s annual incentive payout increased in 2017 by 3.0% on higher corporate value-added income offset by a decrease in the discretionary portion of his payout.

•	The value of equity grants in 2017 varied among the named executive officer group, but were generally reflective of outstanding long-term financial and shareholder performance and were as follows:

•	Mr. Gerlach received an equity grant with a total value of $600,014 in 2017, an increase of 20% over 2016.

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•	Mr. Ciesinski received equity grants with a value of $1,249,992, an increase of 25% over 2016, part of which was made in connection with his appointment as Chief Executive Officer on July 1, 2017.

•	Mr. Fell received an equity grant with a value of $275,046, an increase of 10% over 2016.

•	Total direct compensation (salary, cash incentive payments and equity grants) for Messrs. Gerlach, Ciesinski and Fell increased 10.0%, 90.8% and 5.7%, respectively in 2017 as compared to 2016. The significant annual increase for Mr. Ciesinski is a function of his first full year of employment in 2017 as it reflects a full-year salary and a full-year annual incentive payout for the first time.

•	attaining market or above-market financial results;

•	achieving our strategic goals; and

•	increasing long-term shareholder value.

•	motivation of our named executive officers to help achieve superior financial and operational performance;

•	continued alignment of our named executive officers’ compensation interests with our goal of creating long-term shareholder value; and

•	attraction and retention of key executive talent.

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•	annual revenues generally between 50% and 250% of the Corporation’s annual revenues;

•	companies primarily competing in the Packaged Foods and Meats category and other related categories; and

•	a market cap similar to ours (i.e., between $1 billion and $5 billion vs. our market cap in excess of $3 billion).

•	Treehouse Foods Inc. (revenues too large)

•	Coca-Cola Bottling Co. Consolidated (revenues too large and not in Packaged Goods and Meats category)

•	Amplify Snack Brands, Inc. (revenues too small and market cap below $1 billion)

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•	our previous year’s operating results and achievement of our performance objectives;

•	the relative value of the executive’s unique skills, competencies and institutional knowledge;

•	the executive’s performance of his or her responsibilities; and

•	the executive’s contribution toward our long-term strategic objectives and our goal of creating long-term shareholder value.

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•	Define value-added income as the amount by which fiscal year consolidated operating income exceeds a target level of income;

•	Determine the applicable target level of income by multiplying consolidated pre-tax cost of capital by consolidated average net assets;

•	Define average net assets to include accounts receivable; inventory; prepaid expenses; property, plant and equipment; other assets; goodwill; current liabilities; deferred taxes and other noncurrent liabilities; and

•	Calculate value-added income by subtracting target income from operating income from continuing operations.

(1)

As noted previously, the 2017 incentive calculation excludes the impact of the $17.6 million one-time multiemployer pension charge. In addition, the financial impact of Angelic, including its sales, operating income and net assets, was excluded from the 2017 cash incentive calculation because the business was acquired during the course of the year and was therefore not considered in the development of the 2017 incentive plan.

•	Define value-added income as the amount by which the fiscal year operating income of our Specialty Foods segment exceeds a target level of income;

•	Determine the applicable target level of income by multiplying the segment’s pre-tax cost of capital by the segment’s average net assets;

•	Define average net assets to include accounts receivable; inventory; prepaid expenses; property, plant and equipment; other assets; goodwill; current liabilities; deferred taxes and other noncurrent liabilities; and

•	Calculate value-added income by subtracting target income from operating income from continuing operations.

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(1)

As noted previously, the 2017 incentive calculation excludes the impact of the $17.6 million one-time multiemployer pension charge. In addition, the financial impact of Angelic, including its sales, operating income and net assets, was excluded from the 2017 cash incentive calculation because the business was acquired during the course of the year and was therefore not considered in the development of the 2017 incentive plan.

•

After calculating Mr. Ciesinski’s incentive based on the formula described above, the resulting amount is adjusted by a modifier of 85%-115% of the calculated value depending on annual revenue growth in the Specialty Foods segment between 0% and 6%. For fiscal 2017, a growth rate of 3.0% was set as the break-even point, meaning that revenue growth above this level would increase the baseline calculation while revenue growth below this level would decrease the baseline calculation.

•	In addition, the incentive amount is subject to a further adjustment of plus or minus 20% based upon our Compensation Committee’s assessment of a variety of factors including company and individual performance in fiscal 2017, industry trends and other considerations.

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(1)	See “Proposal One - Nomination and Election of Directors” for Mr. Ciesinski's employment information prior to 2016.

(1)	The amounts shown in this column for 2017 include amounts deferred by our named executive officers under our nonqualified deferred compensation plan, which is further discussed above under “Compensation Discussion and Analysis” and below in the “2017 Nonqualified Deferred Compensation Table” and accompanying narrative.

(2)

The amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718, of the restricted stock granted during the reported years. The assumptions used in determining these valuations are the same as those used in our financial statements. For fiscal 2017, those assumptions can be found in footnote 11 to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017. See the 2017 Grants of Plan-Based Awards table below for additional information regarding the restricted stock awarded in fiscal 2017.

(3)	The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of the stock-settled stock appreciation rights granted during the reported years. The assumptions used in determining these valuations are the same as those used

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(4)	The amounts shown in this column for 2017 represent amounts computed for fiscal 2017 performance under our annual cash incentive award program. As discussed under “Compensation Discussion and Analysis” above, these amounts were based on our achievement of certain financial objectives. See “Compensation Discussion and Analysis” for more information about our annual cash incentive award program.

(5)	Mr. Gerlach was appointed Executive Chairman of the Board on July 1, 2017.

(6)	This amount consists of (A) $1,200 in life insurance premium payments, and (B) $13,253 of perquisites and other personal benefits in the aggregate consisting of (i) matching contributions to our 401(k) Savings Plan, (ii) payment of travel insurance premiums, (iii) dividends on unvested restricted stock, and (iv) payment of business-related professional and filing fees.

(7)	Mr. Ciesinski was appointed Chief Executive Officer of the Corporation on July 1, 2017 and President and Chief Operating Officer of the Corporation and President of T. Marzetti Company on April 18, 2016.

(8)	This amount consists of (A) $1,200 in life insurance premium payments, (B) $32,623 of relocation expense reimbursements, and (C) $8,012 of perquisites and other personal benefits in the aggregate consisting of (i) payment of travel insurance premiums, and (ii) dividends on unvested restricted stock.

(9)	Mr. Fell was appointed Treasurer, Vice President, and Chief Financial Officer of the Corporation on July 1, 2014.

(10)	This amount consists of (A) $1,200 in life insurance premium payments, and (B) $8,712 of perquisites and other personal benefits in the aggregate consisting of (i) matching contributions to our 401(k) Savings Plan, (ii) payment of travel insurance premiums, and (iii) dividends on unvested restricted stock.

(1)

As we described in “Compensation Discussion and Analysis” above, under our annual cash incentive program, Mr. Fell receives a fiscal year incentive opportunity, the amount of which is primarily determined by applying a percentage rate to the value-added income attributable to the entire Corporation. The resulting cash incentive calculation is subject to discretionary adjustment on recommendation by our Chief Executive Officer and approval by our Compensation Committee, each as further described in “Compensation Discussion and Analysis” above.

(2)	These amounts represent shares of restricted stock that were granted on February 21, 2017 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on February 21, 2020. The grant date fair value per share was $135.06.

(3)	This amount represents shares of restricted stock that were granted on June 30, 2017 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on June 30, 2020. The grant date fair value per share was $122.62.

(4)

These amounts represent stock-settled stock appreciation rights that were granted on February 21, 2017 pursuant to our 2015 Omnibus Incentive Plan. The stock-settled stock appreciation rights vest ratably over a three-year period beginning on February 21, 2018, can be exercised for up to five years from the date of grant and are expected to fully vest on February 21, 2020. The Black-Scholes determined grant date fair value per right was $17.74. The amounts reported in column (l) for these awards represent the grant date fair market value computed in accordance with FASB ASC Topic 718.

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(5)

This amount represents stock-settled stock appreciation rights that were granted on June 30, 2017 pursuant to our 2015 Omnibus Incentive Plan. The stock-settled stock appreciation rights vest ratably over a three-year period beginning on June 30, 2018, can be exercised for up to five years from the date of grant and are expected to fully vest on June 30, 2020. The Black-Scholes determined grant date fair value per right was $16.02. The amount reported in column (l) for these awards represents the grant date fair market value computed in accordance with FASB ASC Topic 718.

(1)	These stock-settled stock appreciation rights were granted on February 24, 2015 pursuant to our Amended and Restated 2005 Stock Plan. The stock-settled stock appreciation rights vest ratably over a three-year period beginning on February 24, 2016, can be exercised for up to five years from the date of grant and are expected to fully vest on February 24, 2018.

(2)	These stock-settled stock appreciation rights were granted on February 25, 2014 pursuant to our Amended and Restated 2005 Stock Plan. The stock-settled stock appreciation rights vested ratably over a three-year period beginning on February 25, 2015, can be exercised for up to five years from the date of grant and became fully vested on February 25, 2017.

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(3)	These stock-settled stock appreciation rights were granted on February 23, 2016 pursuant to our 2015 Omnibus Incentive Plan. The stock-settled stock appreciation rights vest ratably over a three-year period beginning on February 23, 2017, can be exercised for up to five years from the date of grant and are expected to fully vest on February 23, 2019.

(4)	These stock-settled stock appreciation rights were granted on April 18, 2016 pursuant to our 2015 Omnibus Incentive Plan. The stock-settled stock appreciation rights vest ratably over a three-year period beginning on April 18, 2017, can be exercised for up to five years from the date of grant and are expected to fully vest on April 18, 2019.

(5)	These stock-settled stock appreciation rights were granted on February 21, 2017 pursuant to our 2015 Omnibus Incentive Plan. The stock-settled stock appreciation rights vest ratably over a three-year period beginning on February 21, 2018, can be exercised for up to five years from the date of grant and are expected to fully vest on February 21, 2020.

(6)	These stock-settled stock appreciation rights were granted on June 30, 2017 pursuant to our 2015 Omnibus Incentive Plan. The stock-settled stock appreciation rights vest ratably over a three-year period beginning on June 30, 2018, can be exercised for up to five years from the date of grant and are expected to fully vest on June 30, 2020.

(7)	These shares of restricted stock were granted on February 24, 2015 pursuant to our Amended and Restated 2005 Stock Plan. The restricted stock is expected to fully vest on February 24, 2018.

(8)	These shares of restricted stock were granted on February 23, 2016 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on February 23, 2019.

(9)	These shares of restricted stock were granted on February 21, 2017 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on February 21, 2020.

(10)	These shares of restricted stock were granted on April 18, 2016 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on April 18, 2019.

(11)	These shares of restricted stock were granted on June 30, 2017 pursuant to our 2015 Omnibus Incentive Plan. The restricted stock is expected to fully vest on June 30, 2020.

(1)	The amounts reported in columns (b) and (c) reflect the exercise during fiscal 2017 of stock-settled stock appreciation rights by the named executive officers. The amounts reported in column (c) were computed using the aggregate number of rights exercised and the closing price of our shares on the respective dates of exercise.

(2)	The amounts reported in columns (d) and (e) reflect the vesting during fiscal 2017 of restricted stock awards for the named executive officers. The amounts reported in column (e) were computed using the number of shares acquired on vesting and the closing price of our shares on the respective date of vesting.

(3)	Shares reported reflect gross shares before tax settlement. Shares were withheld sufficient to cover the applicable taxes due upon exercise or vesting.

(1)	The amounts reported for our named executive officers in this column are fully reported as part of the salary for each named executive officer in column (c) of the “2017 Summary Compensation Table” above.

(2)	None of the amounts reported for our named executive officers in this column are reported in the “2017 Summary Compensation Table” above.

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(3)	The following amounts reported for our named executive officers in this column have been previously reported as compensation in our “Summary Compensation Table” included in prior years’ proxy statements: Mr. Gerlach, $212,500 and Mr. Fell, $79,000.

•	Continued payment of his base salary for a period of twelve months, plus an amount equal to 80% of his salary in lieu of any annual incentive for the incomplete fiscal year; or

•	the amount due to Mr. Ciesinski under his change in control agreement to the extent any such amount becomes due (see discussion below).

•	Accrued and unpaid salary, accrued and unpaid annual incentive from any prior completed fiscal year, and a pro-rated portion of annual incentive for the current fiscal year;

•	three times the sum of Mr. Ciesinski’s base salary plus his target level annual incentive for the current fiscal year or two times the sum of Mr. Fell’s base salary plus his target level annual incentive for the current fiscal year;

•	the sum of any unvested 401(k) balance; plus two times the aggregate matching contributions payable by the Corporation into the executive’s 401(k) account for the last completed calendar year; and

•	continued health, dental, long-term disability and life insurance coverage for two years following the executive’s date of termination.

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(1)	Assumes, as of June 30, 2017, the amount of base salary payable to the named executive officers for services rendered during fiscal 2017 has been paid.

(2)	Upon a termination by the Corporation without cause or by the grantee for good reason, unvested restricted stock awards and stock appreciation rights vest in full under the 2015 Omnibus Incentive Plan but are forfeited under the Amended and Restated 2005 Stock Plan.

(3)	These amounts reflect an assumption that the officer will receive the maximum available disability payment.

(4)

For a termination without cause or for good reason, this amount is equal to the sum of Mr. Ciesinski’s salary ($615,000) plus his target level annual incentive for the current fiscal year ($492,000), for a total of $1,107,000, pursuant to his Employment Agreement discussed above. For a termination subsequent to a change in control, this amount is equal to three times the sum of Mr. Ciesinski’s salary ($615,000) plus his target level annual incentive for the current fiscal year ($492,000), for a total of $3,321,000, pursuant to his Change in Control Agreement discussed above.

(5)	For a termination subsequent to a change in control, this amount is equal to the estimated cost of continued health, dental, long-term disability and life insurance coverage for two years following Mr. Ciesinski’s date of termination.

(6)	For a termination subsequent to a change in control, this amount is equal to two times the sum of Mr. Fell’s salary ($405,000) plus his target level annual incentive for the current fiscal year ($329,700), for a total of $1,469,400, pursuant to his Change in Control Agreement discussed above.

(7)	For a termination subsequent to a change in control, this amount is equal to two times the aggregate matching contributions payable into Mr. Fell’s 401(k) account for the last completed calendar year.

(8)	For a termination subsequent to a change in control, this amount is equal to the estimated cost of continued health, dental, long-term disability and life insurance coverage for two years following Mr. Fell’s date of termination.

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(1)	The amounts shown in column (b) represent compensation amounts discussed in the narrative below.

(2)

The amounts reported in column (c) reflect the aggregate grant date fair value of restricted stock received by each of our directors, which was computed in accordance with FASB ASC Topic 718. The assumptions used in determining these valuations are the same as those used in our financial statements. For fiscal 2017, those assumptions can be found in footnote 11 to the financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017. The nonemployee directors had restricted stock awards outstanding as of June 30, 2017 for the following number of shares: Mr. Bachmann, 683; Ms. Bendapudi, 683; Mr. Carter, 683; Mr. Cooke, 683; Mr. Fox, 683; Mr. Harris, 683; Mr. Ostryniec, 683; and Mr. Sofia, 683. Each nonemployee director received a grant of restricted stock for fiscal 2017 as follows: 683 shares on November 21, 2016 under our 2015 Omnibus Incentive Plan. This grant of restricted stock will vest on November 21, 2017.

(3)	The amounts shown in column (g) represent dividends paid on restricted stock awards that vested during fiscal 2017, which included the December 2015 special dividend of $5.00 per share that was held in escrow until the restricted stock vested.

•	Publicly available data describing director compensation at companies in our peer group;

•	Data collected by our corporate administration; and

•	Information obtained directly from other companies.

•	a retainer of $75,000;

•	$15,000 for the Chair of the Audit Committee;

•	$12,500 for the Chair of the Compensation Committee;

•	$10,000 for the Chair of the Nominating and Governance Committee;

•	$7,500 for Committee Members;

•	$20,000 for the Lead Independent Director; and

•	a grant of 683 shares of restricted stock to each nonemployee director, with a market value of approximately $95,000 at the time of the grant.

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(1)	These amounts assume outstanding stock-settled stock appreciation rights conversion at the June 30, 2017 closing price of $122.62 for the determination of the number of shares to be issued upon exercise of the rights.

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•	we think an annual Say-on-Pay vote provides shareholders with the most immediate and direct way to provide input with respect to the Corporation’s current compensation arrangements;

•	we believe an annual Say-on-Pay vote promotes the highest degree of transparency regarding our compensation structure;

•	we think an annual Say-on-Pay vote is consistent with best practices and good corporate governance; and

•	many shareholder advisory firms and institutional shareholders have publicly announced their support for annual Say-on-Pay votes.

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•	Appointment and oversight of the independent auditor;

•	Approval of the fees and other compensation to be paid to the Corporation’s independent auditor;

•	Pre-approval of all auditing services and permitted non-audit services by the Corporation’s independent auditor;

•	Review of the Corporation’s annual financial statements to be included in the Corporation’s Annual Report on Form 10-K;

•	Oversight of the review and response to complaints made to the Corporation regarding accounting, internal controls and auditing matters;

•	Oversight of the internal audit function; and

•	Review and approval of related party transactions.

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(1)	The 2017 fees primarily relate to audit-related work associated with the acquisition of Angelic in November 2016.

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•	the nature of the related person’s interest in the transaction;

•	the material terms of the transaction;

•	the significance of the transaction to the related person;

•	the significance of the transaction to the Corporation;

•	whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Corporation; and

•	any other matters the Audit Committee deems appropriate.

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