Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934



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  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

  Definitive Proxy Statement

  Definitive Additional Materials
  Soliciting Material under §240.14a-12


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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 09, 2019














2601 Port Covington Drive

Baltimore, Maryland 21230




Meeting Information



Meeting Type: Annual Meeting

    For holders as of: February 22, 2019  
    Date: May 09, 2019       Time: 10:00 AM EST  
    Location:    Company’s Office at Port Covington      

2601 Port Covington Drive

Baltimore, Maryland 21230







You are receiving this communication because you hold shares in the above named company.



This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).



We encourage you to access and review all of the important information contained in the proxy materials before voting.




See the reverse side of this notice to obtain proxy materials and voting instructions.






— Before You Vote —

How to Access the Proxy Materials




Proxy Materials Available to VIEW or RECEIVE:


1. Form 10-K     2. Notice & Proxy Statement


How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit:


How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:






3)  BY E-MAIL*:


* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.



Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 25, 2019 to facilitate timely delivery.







— How To Vote —

Please Choose One of the Following Voting Methods




Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.


Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow LOGO available and follow the instructions.


Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.



Voting items              

The Board of Directors recommends you

vote FOR the following:



Election of Directors




Kevin A. Plank                 02    George W. Bodenheimer           03    Douglas E. Coltharp            04    Jerri L. DeVard            05    Mohamed A. El-Erian


Karen W. Katz                  07    A.B. Krongard                           08    William R. McDermott       09    Eric T. Olson                10    Harvey L. Sanders

The Board of Directors recommends you vote FOR proposals 2., 3. and 4.;



To approve, by a non-binding advisory vote, the compensation of executives as disclosed in the “Executive Compensation” section of the proxy statement, including the Compensation Discussion and Analysis and tables.




To approve our Third Amended and Restated 2005 Omnibus Long-Term Incentive Plan to increase the number of Class C shares reserved for issuance, among other changes.




Ratification of appointment of independent registered public accounting firm.


      NOTE:   Such other business as may properly come before the meeting or any adjournment thereof.