Proxy Statement Upgrade Guide

TOPPAN MERRILL. Expand Possible.

ENHANCING ANNUAL MEETING AND PROXY SOLUTIONS

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Upgrading Your Proxy StatementProxy Statements Have Moved Beyond a Compliance-Only Document. Today, proxy statements are viewed as a crucial communications document that can dramatically improve shareholder engagement. Current trends in proxy statements include reader-friendly designs that draw attention to company highlights, summary views of key director information, voting actions and executive summaries of compensation.

4 - Document CoverA cover page allows for strong company branding by prominently featuring the company name and logo. The use of a graphic creates interest. Some companies have also begun complementing their annual report with the proxy statement cover.

5 - Shareholder LetterTraditionally, this letter has been an invitation to the meeting and focused primarily on procedural aspects of the meeting. Recently, these letters have become more specific to company accomplishments and highlights, including recent performance and key governance or voting issues. Using photos of company leaders on the letter personalizes it and improves shareholder engagement.

5 - Notice of Annual Meeting and Proxy StatementThe importance of providing the specifics of the meeting information has not changed, but the Notice page has been undergoing an improvement in visual appearance, including: boxed headers and footers, shading, enhanced graphic images, and colored and reverse type.

6 - Table of ContentsThe Table of Contents is the most effective way to visually structure the organization of the proxy statement. This key navigation tool highlights content of interest to the reader, and matching section heads throughout the document aid the reader in visually moving through the proxy statement.

Toppan Merrill has extensive experience helping top-tier clients upgrade and update proxy statements to improve shareholder communications and create a more dynamic corporate identity, while also proactively managing key issues such as production costs, scheduling, and postage fees.

6 - Proxy SummaryThe proxy summary is the most common feature of upgraded proxy statements. This three- to five-page summary focuses on key voting issues, corporate governance, compensation and business results. The use of infographics draws the reader’s attention to key points and makes the summary visually appealing.

7 - Election of DirectorsThe expanded director disclosure includes biographical information, and identifies the key attributes and qualifications of each director to be a member of the board. The use of a photo helps personalize the nominees.

7 - Compensation Discussion and AnalysisThe CD&A is often the first part of the proxy statement investors examine. Providing an easy-to-understand executive summary of compensation practices is key here. Connecting performance with compensation in a simple and clear way helps highlight good governance practices.

8 - Cutting-Edge Design SolutionsWhether you want to win the vote by enhancing proxy style and messaging, make materials accessible with web-based interaction, or maintain seamless control of your communication’s production with an intuitive SaaS platform, Toppan Merrill offers solutions built specifically to meet your annual meeting and proxy requirements.

Table of Contents

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“Thank you very much for the work you did over the past several months to help us produce an exceptional Proxy Statement. You gave us a true solution and our new cover design looks spectacular!”

– Large Accelerated Filer,Technology Industry

Upgrading Your Proxy Statement: Things to Consider.Does your current proxy statement effectively meet your shareholders’ needs? These upgrades improve usability and readership of your proxy, which in turn improves overall shareholder engagement and satisfaction with your company.

Is your proxy statement easy to navigate for investors?Do the table of contents and section headings identify key elements of the proxy? Are the sections easily identifiable? Are key sections clearly indicated?

Is your proxy statement designed to not only grab, but maintain, attention? Does the design of the proxy, including summary, layout, typeface, infographics and charts, present information in a way that draws the reader in and is visually appealing?

Does your proxy statement feature critical elements designed to help your proposals pass? Does the proxy use summaries and infographics effectively to provide a high-level overview of shareholder and management proposals and issues of significant interest to shareholders? This includes board composition, board leadership, corporate governance processes, risk oversight and executive compensation.

Does your proxy statement highlight the qualifications, attributes and diversity of your board?Does the proxy present information about directors in an easy-to-read format that adequately communicates individuals’ qualifications and attributes?

Does your presentation of executive compensation meet the increasing expectations of shareholders? Are summaries and infographics used effectively to provide information about how executives were compensated relative to company performance? Are any substantive changes in the compensation program highlighted?

Does your proxy statement prioritize corporate sustainability? Are the company’s good deeds highlighted, such as company initiatives related to social, environmental and corporate responsibility?

Does your proxy statement promote shareholder engagement? Are specific discussions with a positive tone included that reflect the company’s efforts and any compensation changes made as a result of say-on-pay results?

Does the tone of your proxy statement match that of your goals?Does the proxy convey the board’s commitment to good governance and shareholder accountability?

Does your proxy statement effectively highlight important board decisions?Does the proxy highlight and explain important or unusual activities or decisions by the board?

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2019Notice of Annual GeneralMeeting and Proxy Statement

2019 Annual Meeting & Proxy Statement

Notice of

N OT I C E O F A N N UA L M E E T I N G

O F S H A R E H O L D E R S A N D

P R OX Y S TAT E M E N T 2019

Document CoverA cover page allows for strong company branding by prominently featuring the company name and logo. The use of a graphic creates interest. Some companies have also begun complementing their annual report with the proxy statement cover.

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March 25, 2019

Dear Fellow Shareholder:

On behalf of the Board of Directors of Hawaiian Electric Industries, Inc. (HEI), it is my pleasure to invite you to attendthe 2019 Annual Meeting of Shareholders (2019 Annual Meeting) of HEI. The meeting will be held on Tuesday,May 7, 2019 at 10:00 a.m., Hawaii time at HEI’s premises in Room 805 on the eighth floor of the American SavingsBank Tower, located at 1001 Bishop Street, Honolulu, Hawaii 96813. A map showing the location of the meeting siteappears on the last page of the enclosed Proxy Statement.

The Notice of Annual Meeting of Shareholders and Proxy Statement that accompany this letter describe the businessto be conducted during the 2019 Annual Meeting.

Your vote is very important. Whether or not you attend the meeting in person, and no matter how many shares youown, it is important that your views be represented. Please vote by signing and returning your proxy card or by usingtelephone or internet voting. Instructions on how to vote are on pages 72-73 of the Proxy Statement.

For further details on HEI’s accomplishments in 2018, please see my letter in the accompanying Annual Report, aswell as our Independent Chairman’s letter to follow.

The Board of Directors and management team of HEI would like to express our appreciation to you for yourconfidence and support. I look forward to seeing you at the 2019 Annual Meeting in Honolulu.

Sincerely,

President and Chief Executive OfficerConstance H. Lau

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Hewlett Packard Enterprise Company6280 America Center DriveSan Jose, California 95002www.hpe.com

Patricia F. RussoChair of the Board

Fellow Stockholders,This time last year, I shared with you a message of transformation, marking the end of an era and beginning the nextchapter for Hewlett Packard Enterprise. Many of you have been with the HPE family every step of the way and someof you have joined us more recently because you are excited about the possibilities before us. As Antonio mentioned,we have indeed made important progress with our transformation over the last year. We have a clear strategy, a moreagile structure, a streamlined portfolio, and a strong leadership team. This year, from our enhanced position ofstrength, we are furthering our investments in our people, our business, and our world.

Over the past year, we have significantly increased the investment in our people and in the culture we are building atour company. From humble beginnings in a Palo Alto garage to the global industry leader we are today, we havealways recognized that people are the heart of HPE. As you read in Antonio’s message, in 2018, he declared that theHPE culture was one of his top three priorities for the company. Additionally, the Board of Directors is very committedto HPE’s talent and culture agenda, and we are very pleased with the increased engagement across the teams.

Additionally, Antonio, his leadership team, and our Board have made important investments in our business. Ourcompany has always been an engine of innovation. That spirit is alive and well today, fueled by recent acquisitions likeBlueData and Cape Networks; collaborations with innovative startups like Jungla and leading institutions like COSMOSResearch Group; and a $4 billion commitment to the Intelligent Edge business. Our customers are advancingleading-edge research, realizing greater efficiencies, and improving outcomes for their customers because of HPE’sbest-in-class innovations. That’s both inspiring and a big part of why the company will continue to drive both customerand stockholder value.

Finally, one of the most critical ways we invest in our collective future is by strengthening the communities where welive and work. We are proud to have both a legacy and a modern-day commitment to community engagement andsupport. Last year, we donated to more than 4,300 charities in 41 countries, delivered eHealth solutions to more than500,000 patients in 18 Indian states, provided more than $14.5 million in loans to entrepreneurs in 85 countries, andlaunched a global day of service across every geography. We reduced our greenhouse gas emissions by 25% andintroduced important sustainability goals and smart city partnerships that earned global awards and recognition.

As we reflect on where the company has been and where we are going, we are excited to invite you to attend thefourth annual meeting of stockholders of HPE on Wednesday, April 3, 2019 at 11:00 a.m., Pacific Time. This year’smeeting will again be completely virtual, conducted via live webcast. We are pleased to provide access to our proxymaterials over the Internet under the U.S. Securities and Exchange Commission’s ‘‘notice and access’’ rules. As aresult, we are mailing to many of our stockholders a notice of Internet availability rather than a paper copy of this proxystatement and our 2018 Annual Report. The notice contains instructions on how to access those documents over theInternet as well as how to receive a paper copy of our proxy materials. All stockholders who do not receive a notice willreceive a paper copy by mail unless they have previously requested delivery of proxy materials electronically.Continuing to employ this distribution process will conserve natural resources and reduce the costs of printing anddistributing our proxy materials. Your vote is important to us and we do hope you will vote as soon as possible.

It has been a pleasure for us, your Board of Directors, to provide independent and expert oversight over thetransformative strategies being advanced to create value for our customers. Our investments in building a strongculture and business were all made possible by the investment you, our stockholders, made in us. So, on behalf of ourpeople and our business, I thank you for your continued support of Hewlett Packard Enterprise.

On behalf of the Hewlett Packard EnterpriseBoard of Directors,

Patricia F. RussoChair of the Board

Notice of Annual Meeting and Proxy StatementThe importance of providing the specifics of the meeting information has not changed, but the Notice page has been undergoing an improvement in visual appearance, including: boxed headers and footers, shading, enhanced graphic images, and colored and reverse type.

Shareholder LetterTraditionally, this letter has been an invitation to the meeting and focused primarily on procedural aspects of the meeting. Recently, these letters have become more specific to company accomplishments and highlights, including recent performance and key governance or voting issues. Using photos of company leaders on the letter personalizes it and improves shareholder engagement.

55 Water StreetNew York, NY 10041-0003

Notice of Annual Meeting of ShareholdersTo Be Held Thursday, May 9, 2019

The Annual Meeting of Shareholders of S&P Global Inc. will be held on Thursday, May 9, 2019, at 11:00 a.m.(EDT) at 55 Water Street, New York, New York, 10041. At the Annual Meeting, shareholders will be asked to:

Items of Business Board’s Recommendation

1. Elect 12 Directors; FOR each Director Nominee

2. Approve, on an advisory basis, the executive compensation programfor the Company’s named executive officers, as described in thisProxy Statement;

FOR

3. Approve the Company’s 2019 Stock Incentive Plan; FOR

4. Approve the Company’s Director Deferred Stock Ownership Plan, asAmended and Restated;

FOR

5. Ratify the selection of Ernst & Young LLP as our independentregistered public accounting firm for 2019; and

FOR

6. Consider any other business, if properly raised.

This notice and proxy statement is being mailed or made available on the Internet to shareholders on or aboutMarch 25, 2019. These materials describe the matters being voted on at the Annual Meeting and containcertain other information. In addition, these materials are accompanied by a copy of the Company’s 2018Annual Report that includes financial statements as of and for the fiscal year ended December 31, 2018.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS:This Notice of Annual Meeting and Proxy Statement and the Annual Report on Form 10-K for theyear ended December 31, 2018 are available on the Internet athttp://investor.spglobal.com/Annual-Meeting-Proxy-Materials/Index?KeyGenPage=1073751594.

All shareholders of record as of close of business on March 18, 2019 will be entitled to vote, in person or byproxy, at the Annual Meeting.

We urge you to participate in electing directors and deciding the other items on the agenda for the AnnualMeeting. Please cast your votes by one of the following methods:

The Internet Signing and Returning aProxy Card

Toll-Free Telephone In Person at the AnnualMeeting

If you accessed this proxy statement through the Internet after receiving a Notice of Internet Availabilityof Proxy Materials, you may cast your vote over the Internet by following the instructions in that Notice.

If you received this proxy statement by mail, you may cast your vote by mail, by telephone or over theInternet by following the instructions on the enclosed proxy card.

7665 Corporate Center DriveMiami, Florida 33126

NOTICE OF 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERSWhen Thursday, June 13, 2019 at 9:00 a.m. (Eastern time)

WherePullman Miami5800 Blue Lagoon DriveMiami, Florida 33126

Items ofBusiness

Proposal 1

Elect the following director nominees to serve asClass III directors on our board of directors for theterms described in the attached Proxy Statement

• Frank J. Del Rio• Chad A. Leat

• Steve Martinez• Pamela Thomas-Graham

Proposal 2 Approval, on a non-binding, advisory basis, of thecompensation of our named executive officers

Proposal 3 Approval of the amendment and restatement of ourbye-laws to delete obsolete provisions

Proposal 4

Ratification of the appointment ofPricewaterhouseCoopers LLP (“PwC”) as ourindependent registered public accounting firm for theyear ending December 31, 2019 and thedetermination of PwC’s remuneration by our AuditCommittee

AdditionalItems

Receive the audited financial statements (togetherwith the auditor’s report) for the year endedDecember 31, 2018 pursuant to the BermudaCompanies Act 1981, as amended, and our bye-lawsConsider any other business which may properlycome before the 2019 Annual General Meeting orany postponement or adjournment

Attending theAnnual General

Meeting

You will be asked to provide photo identification andappropriate proof of ownership to attend themeeting. You can find more information under “Aboutthe Annual General Meeting and Voting” in theaccompanying Proxy Statement.

Who Can Vote Holders of each NCLH ordinary share at the close ofbusiness on April 1, 2019

How to Vote in AdvanceYour vote is important. Please vote assoon as possible by one of themethods shown below. Be sure tohave your proxy card, votinginstruction form or Notice of InternetAvailability of Proxy Materials in hand:

By telephone — You can voteyour shares by calling thenumber provided in your proxycard or voting instruction form

By Internet — You can voteyour shares online atwww.proxyvote.com

By mail — Complete, sign,date and return your proxycard or voting instruction formin the postage-paid envelopeprovided

IMPORTANT NOTICE REGARDING THEAVAILABILITY OF PROXY MATERIALS FORTHE ANNUAL GENERAL MEETING OFSHAREHOLDERS

Norwegian Cruise Line Holdings Ltd.’sProxy Statement and 2018 Annual Reportare available at www.nclhltdinvestor.com orwww.proxyvote.com.

All shareholders are cordially invited to attend the meeting in person. We direct your attention to the accompanying ProxyStatement. Whether or not you plan to attend the meeting in person, you are urged to submit your proxy or voting instructions aspromptly as possible by Internet, telephone or mail to ensure your representation and the presence of a quorum at the AnnualGeneral Meeting. If you attend the meeting and wish to vote in person, you may withdraw your proxy or voting instructions and voteyour shares personally. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.

By Order of the Board of Directors,

Daniel S. FarkasExecutive Vice President,General Counsel and Assistant SecretaryApril 26, 2019

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Proxy SummaryThe proxy summary is the most common feature of upgraded proxy statements This three- to five- page summary focuses on key voting issues, corporate governance, compensation and business results. The use of infographics draws the reader’s attention to key points and makes the summary visually appealing.

Table of ContentsThe Table of Contents is the most effective way to visually structure the organization of the proxy statement. This key navigation tool highlights content of interest to the reader, and matching section heads throughout the document aid the reader in visually moving through the proxy statement.

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Inheriting the visionary legacy of our namesake, we to enhance the quality of living for our stakeholders,have an unrelenting focus on building for the future. lessen our company’s environmental footprint and

decrease operational expenses through a number ofWith our commitment to creating long-term value, we sustainability-related initiatives.recognize our responsibility and role in managing risksrelated to real estate’s impact on the environment and We have memorialized our stewardship andsociety, as well as in helping provide solutions to the commitment to sustainability with our first ESG Reviewemerging challenges facing us today. which we posted on our website in December 2018. The

review outlines how we will continue to integrate ESGIn 2017 we embarked on a portfolio-wide Sustainability values and policies into our business. To learn moreProgram to develop formalized policies, programs, about how we track and measure our success in thismetrics and measures to assess and accelerate our area, please visit:Environmental, Social and Governance (‘‘ESG’’)performance. By prioritizing sustainability, it is our hope

Proxy Statement for the 2019 Annual Meeting of Stockholders 5

HHSUSTAINABILITY

https://www.howardhughes.com/hhsustainability.

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2019 notice and proxy statement — Proxy statement executive summary

Proxy statement executive summaryThe following is a summary of proposals to be voted on at the annual meeting. This is only a summary, and itmay not contain all of the information that is important to you. For more complete information, please reviewthe proxy statement as well as our 2018 Annual Report on Form 10-K for the fiscal year ended October 31,2018. References to ‘‘Hewlett Packard Enterprise,’’ ‘‘HPE,’’ ‘‘the Company,’’ ‘‘we,’’ ‘‘us’’ or ‘‘our’’ refer to HewlettPackard Enterprise Company.

Annual meeting of stockholders

Time and Date 11:00 a.m., Pacific Time, on Wednesday,

April 3, 20193

Place Online at HPE.onlineshareholdermeeting.com

Record Date February 4, 2019

Proposals to be voted on and board voting recommendations

Election of directorsThe Nominating, Governance and Social Responsibility Committee(the ‘‘NGSR Committee’’) has nominated 12 directors for Our Board recommends a vote FOR the election tore-election at the annual meeting to hold office until the 2020 the Board of each of the 12 nominees.1annual meeting. Information regarding the skills and qualificationsof each nominee can be found on page 28.

Ratification of independent registered public accounting firmThe Audit Committee has appointed, and is asking stockholders to

Our Board recommends a vote FOR the ratification ofratify, Ernst & Young LLP (‘‘EY’’) as the independent registered

the appointment.2 public accounting firm for fiscal 2019. Information regarding feespaid to and services rendered by EY can be found on page 43.

Advisory vote to approve executive compensationOur Board of Directors and HR and Compensation Committee (the‘‘HRC Committee’’) of the Board are committed to excellence in

Our Board recommends a vote FOR the approval ofcorporate governance and to executive compensation programs

the compensation of our named executive officers.3 that align the interests of our executives with those of ourstockholders. Information regarding our programs can be found onpages 44 and 45.

Stockholder proposal related to action by written consent ofstockholders Our Board recommends a vote AGAINST aWe received a stockholder proposal seeking to have us amend stockholder proposal seeking to have us amendHPE’s Bylaws to enable stockholder action by written consent and, HPE’s Bylaws to enable stockholder action by written4if properly presented, the proposal will be voted on at the annual consent.meeting. Information can be found on pages 46 through 49.

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Proposal Recommendation

TABLE OF CONTENTS

Page Page

i PROXY SUMMARY 56 Pension Benefits58 2018 Nonqualified Deferred

Compensation59 Potential Payments Upon Termination or

Change in Control2 DIRECTOR NOMINEES FOR ELECTION 61 CEO Pay Ratio

7 CONTINUING DIRECTORS 62 STOCK OWNERSHIP INFORMATION

13 CORPORATE GOVERNANCE 64 OTHER RELATIONSHIPS AND RELATEDPERSON TRANSACTIONS19 BOARD OF DIRECTORS

21 COMMITTEES OF THE BOARD

23 DIRECTOR COMPENSATION

69 AUDIT COMMITTEE REPORT28 COMPENSATION DISCUSSION ANDANALYSIS

28 Executive Summary30 How We Make Compensation Decisions31 We Use Comparative Market Data as a

71 ABOUT THE MEETINGReference Point for Compensation33 What We Pay and Why: Compensation 72 VOTING PROCEDURES

Elements and 2018 Pay Decisions76 OTHER INFORMATION46 Additional Policies and Information

A-1 EXHIBIT A: Reconciliation of GAAP to49 COMPENSATION COMMITTEE REPORTNon-GAAP Measures: Reported Core

49 COMPENSATION COMMITTEE Earnings and Other Financial MeasuresINTERLOCKS AND INSIDER

B-1 EXHIBIT B: Reconciliation of GAAP toPARTICIPATIONNon-GAAP Measures: Incentive

50 EXECUTIVE COMPENSATION TABLES Compensation Adjustments

50 Summary Compensation Table C-1 APPENDIX A: Hawaiian Electric53 Grants of Plan-Based Awards Industries, Inc. 2011 Nonemployee54 Outstanding Equity Awards at 2018 Director Stock Plan

Fiscal Year-End55 2018 Option Exercises and Stock Vested

1 PROPOSAL NO. 1: ELECTION OF FOURCLASS II DIRECTORS AND ONECLASS III DIRECTOR

65 PROPOSAL NO. 3: APPROVAL OFEXTENSION OF THE HAWAIIANELECTRIC INDUSTRIES, INC. 2011NONEMPLOYEE DIRECTOR STOCK

27 PROPOSAL NO. 2: ADVISORY VOTEPLAN AND INCREASE IN THE

TO APPROVE THE COMPENSATIONNUMBER OF SHARES AVAILABLE FOR

OF HEI’S NAMED EXECUTIVEISSUANCE THEREUNDER

OFFICERS

70 PROPOSAL NO. 4: RATIFICATION OFAPPOINTMENT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTINGFIRM FOR 2019

MAP

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Table of Contents

Stockholder Agreement 25PROXY SUMMARY 1Standstill Agreement 252019 Annual Meeting Information 1

Transactions after the Spin-Off 26Matters to be Voted on at our 2019 Annual Meeting 1Weinreb Warrant 26Director Nominees 2Herlitz Warrant 26

Director Diversity 2 O’Reilly Warrant 26Governance Highlights 3 Pershing Square Sale of Shares 26Executive Compensation Highlights 4 PROPOSAL NO. 1 – ELECTION OF DIRECTORS 27HHSustainability 5 PROPOSAL NO. 2 – ADVISORY VOTE ON

EXECUTIVE COMPENSATION 32PROXY STATEMENT FOR ANNUAL MEETING OFSTOCKHOLDERS TO BE HELD ON MAY 16, 2019 6 PROPOSAL NO. 3 – RATIFICATION OF THE

Questions and Answers Regarding this Proxy APPOINTMENT OF ERNST & YOUNG LLP AS THEStatement and the Annual Meeting 6 COMPANY’S INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM FOR FISCAL 2019 33MATTERS RELATED TO CORPORATE GOVERNANCE,BOARD STRUCTURE, DIRECTOR COMPENSATION Relationship with Independent Registered PublicAND STOCK OWNERSHIP 10 Accounting Firm 33

Corporate Governance 10Independent Registered Accounting Firm Fees 34

Risk Management 11Pre-Approval Policies and Procedures 34

Director Independence 12AUDIT COMMITTEE REPORT 35

Director Nominations 12EXECUTIVE OFFICERS 37

Qualifications 12COMPENSATION DISCUSSION AND ANALYSIS 42Stockholder Recommendations 12

Executive Compensation 42Stockholder Engagement 13Executive Summary 42Communications with the Board 13

Financial and Operational Highlights 43Codes of Business Conduct and Ethics 13Financial Results Under Incentive Plans 43

THE BOARD, ITS COMMITTEES AND ITS 2018 Compensation Highlights 44COMPENSATION 14 Compensation and Governance Best Practices 46

The Board 14 Compensation Philosophy and Objectives 47Board Committees 14 Key Elements of Executive Compensation Program 52

Audit 15 COMPENSATION COMMITTEE REPORT ONCompensation 15 EXECUTIVE COMPENSATION 68Nominating and Corporate Governance 16

EXECUTIVE COMPENSATION 69Risk 16Summary Compensation Table 69Commitment of our Board – 2018 16

Board and Committee Evaluations 17 2018 Grants of Plan-Based Awards 71

Evaluations – A Multi-Step Process 17 Employment Agreements with the NEOs 722018 Director Compensation 17

David Weinreb 72Stock Ownership Guidelines 19 Grant Herlitz 74

David O’Reilly 77SECURITY OWNERSHIP OF MANAGEMENT ANDPeter F. Riley 78CERTAIN BENEFICIAL HOLDERS 20Paul Layne 80Directors and Executive Officers 20Simon Treacy 81

Five Percent Holders 22 Employment Agreements – Definitions 81SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING Outstanding Equity Awards at Fiscal Year-End 83COMPLIANCE 23

2018 Option Exercises and Stock Vested 84COMPENSATION COMMITTEE INTERLOCKS AND

Nonqualified Deferred Compensation 85INSIDER PARTICIPATION 23Potential Payments Upon Termination or Change inRELATED PARTY TRANSACTIONS AND CERTAINControl 85RELATIONSHIPS 24

Related Party Transactions Policy 24 Pay Ratio Disclosure 87Transactions in Connection with the Spin-Off 24 EQUITY COMPENSATION PLAN INFORMATION 88

Registration Rights Agreement 24 STOCKHOLDER PROPOSALS FOR 2020 ANNUALMEETING OF STOCKHOLDERS 89

OTHER MATTERS 89

ANNEX A

ANNEX B

ANNEX C

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Compensation Discussion and AnalysisThe CD&A is often the first part of the proxy statement investors examine. Providing an easy-to-understand executive summary of compensation practices is key here. Connecting performance with compensation in a simple and clear way helps highlight good governance practices.

Election of DirectorsThe expanded director disclosure includes biographical information, and identifies the key attributes and qualifications of each director to be a member of the board. The use of a photo helps personalize the nominees.

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Proposal No. 1 – Election of Directors

The Company’s bylaws provide that the number of The primary qualities and characteristics nominees todirectors will be determined by the Board from time to the Board should possess are strong businesstime. Currently, the Board consists of ten directors. expertise and, in particular, experiences and expertiseBurton Tansky has decided not to stand for re-election with regard to real estate development andafter the end of his current term. Mr. Tansky is a management, capital markets, retail, marketing,talented business leader and we thank him for his technology, financial reporting, risk management,valuable contribution to the success of our Company. business strategy and ESG. All nine of the nominees

possess these attributes. The specific experiences,Each director nominee identified below is an incumbent qualifications, attributes and skills of each individualdirector whose nomination to serve on the Board was which lead to his or her nomination are included in therecommended by the Nominating and Corporate individual discussions below.Governance Committee and approved by the Board.The director nominees, if elected, will serve until the The directors will be elected by the affirmative vote of a2020 annual meeting of stockholders or until their majority of votes cast ‘‘for’’ or ‘‘against’’ the election ofearlier resignation or removal. Each of the director that nominee.nominees has indicated a willingness to serve as adirector if elected.

member of the Board of Dean’s Advisors of the HarvardWILLIAM A. ACKMAN Business School, a Trustee of The Pershing Square

Foundation, a charitable foundation that he founded inAge 522006, and a Trustee of The Rockefeller University.

Chairman and independent director Mr. Ackman is also a member of the Investor Advisorssince

Committee on Financial Markets for the Federal ReserveNovember 2010Bank of New York.

Committees• Compensation Qualifications

Background Mr. Ackman’s management experience, his prior serviceon boards of directors of public companies and is

William A. Ackman has served as Chairman of the investments in real estate-related public and privateBoard since November 2010. Mr. Ackman is the companies give him valuable insight that can be appliedFounder, Chief Executive Officer and Portfolio to the Company and benefit of the Board.Manager of Pershing Square CapitalManagement, L.P., an SEC registered investment

ADAM FLATTOadviser founded in 2003. Pershing Square is aconcentrated research-intensive, fundamental value Age 56investor in long and occasionally short investments in

Independent director sincepublicly traded companies. Mr. Ackman served as a November 2010director of Valeant Pharmaceuticals International, Inc.

Committeesfrom 2016 to May 2017, and served as a director of• Nominating and CorporateCanadian Pacific Railway Ltd. from May 2012 to

GovernanceSeptember 2016. Mr. Ackman served as a director ofJ.C. Penney Company, Inc. from February 2011 to

BackgroundAugust 2013 and as a director of Justice HoldingsLimited from April 2011 to June 2012. From June 2009

Adam Flatto has served as a director since Novemberto March 2010, Mr. Ackman served as a director of2010. Mr. Flatto is the President and Chief ExecutiveGeneral Growth Properties, Inc. Mr. Ackman is also aOfficer of The Georgetown Company, a privately-held

Proxy Statement for the 2019 Annual Meeting of Stockholders 27/

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2019 notice and proxy statement — Proposals to be voted on

Recent Career

Ms. Carter served as the President of Cummins Distribution Business, a globaldivision of Cummins Inc., a diesel and natural gas engine and related technologydesign, manufacture and distribution company, from 2008 until her retirement in2015. Prior to that, Ms. Carter served as Vice President and then President ofCummins Filtration, from 2005 to 2008. From 2000 to 2003, Ms. Carter served asVice President and General Manager, EMEA at Cummins. Prior to that, Ms. Carterserved as Vice President, General Counsel, and Corporate Secretary of Cumminsfrom 1997 to 2000. In 1992, Ms. Carter was elected state attorney general ofIndiana, becoming the first African American female to be elected to that office inthe United States, serving until 1997.

Public Directorships * Impact

Current Service From becoming the first African American woman ever elected as a state• Enbridge Inc. attorney general to executive officer of Cummins Inc., a fortune 500

company, Ms. Carter’s exceptional career has been an asset to the HPE• CSX CorporationBoard. Ms. Carter doubly benefits the Board with her comprehensive

• Broadridge Financial legal experience in both the public and private sectors along with herSolutions, Inc. global, strategic, operational and transformational leadership capability

and expertise.Former Service **• Spectra Energy Corp

Committee Membership Skills and Qualifications

• Audit • Risk and Compliance

• HR and Compensation • Financial and Audit

• Business Development and Strategy

• Executive Level Leadership

• Business Ethics

• Extensive Industry Leadership

• Legal, Regulatory and Public Policy

• Corporate Governance

• International

• Human Resources Management

* Enbridge Inc. is a global energy infrastructure company, CSX Corporation, is a rail-based freight transportation company,Broadridge Financial Solutions, Inc. is a financial industry servicing company, and Spectra Energy Corp was a natural gascompany merged with Enbridge.

** Within the last 5 years.

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Pamela L. Carter

EXECUTIVE COMPENSATION MATTERSCOMPENSATION DISCUSSION AND ANALYSIS

The Compensation and Leadership Development Committee of our Board of Directors (the “CompensationCommittee”), comprised of independent Directors, oversees our compensation program for senior executiveson behalf of our Board. This Compensation Discussion and Analysis (“CD&A”) describes our named executiveofficer compensation program and the basis for the compensation paid to our named executive officers for2018, as well as certain key compensation decisions that have been approved for our named executive officersfor 2019.

I. EXECUTIVE SUMMARY AND 2018 FINANCIAL PERFORMANCE

2018 Named Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51Compensation Philosophy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51Financial Performance Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51Pay-for-Performance Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Say-on-Pay. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53Decisions for 2019. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Overview of Key Best Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

II. COMPENSATION FRAMEWORK

Compensation Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56Pay Mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56Overview of Pay Elements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

III. ASSESSING PERFORMANCE AND DETERMINING COMPENSATION

Roles and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58Setting Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59History of Executive Compensation Program Changes . . . . . . . . . . . . . . . . . . . . . . . . 62

IV. CEO AND NEO COMPENSATION

2018 Financial Performance and NEO Compensation Decisions . . . . . . . . . . . . . . . . . . 63Base Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69Short-Term Annual Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69Long-Term Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Benefits and Perquisites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

V. RISK MANAGEMENT AND GOVERNANCE FEATURES

Severance Plans (Regular and Change in Control) . . . . . . . . . . . . . . . . . . . . . . . . . . . 80Stock Ownership Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81Risk and Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81Pay Recovery Policies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82Insider Trading Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83Tax and Accounting Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

* Our CD&A, found on pages 50 through 84 of this Proxy Statement, includes adjusted financial information.For a reconciliation of the adjustments to comparable financial measures calculated in accordance withgenerally accepted accounting principles (“GAAP”) in the U.S., please see Exhibit A. The non-GAAP financialinformation included on Exhibit A has been provided in order to show investors how our CompensationCommittee views the Company’s performance as it relates to the compensation program for our namedexecutive officers.

COMPENSATION DISCUSSION AND ANALYSIS

50 2019 Proxy Statement

2MAR201906245937

23MAR201912360006

8MAR201914494563

23MAR201912375058

54

Key Responsibilities 2018 Annual Compensation MixOur President is responsible for managing ourday-to-day business operations and executingon Company-wide initiatives.

Key 2018 Performance Achievements

• Led the Company’s strong financial andoperational performance, including theincreases of Operating Assets NOI andGrant HerlitzMPC EBT.President

• Provided leadership and strategic directionto other executives.

• Continued to work with MPC Segment

VAR

IAB

LE C

OM

PENSATION 86%

ANNUALINCENTIVE

COMPENSATION$2,625,000

LONG-TERM EQUITY

$1,894,072

BASE SALARY$750,000

14%

36%

50%

executives in managing our lot prices andcash flow.

• Continued to lead the capital marketsdepartment in obtaining property financingacross the portfolio.

Compensation DecisionsBase Salary. . . . . . . . . . . . . . . . . . . . . . . . . . . . $750,000Annual Incentive Compensation . . . .$2,625,000Long-Term Equity Incentive . . . . . . . . .$1,894,072

Key Responsibilities 2018 Annual Compensation MixOur CFO is responsible for managing theCompany’s overall financial position, includingour cash flow and liquidity profile. He is alsoresponsible for financial analysis and reporting,as well as our information technology function.He is our primary liaison to our investors.

Key 2018 Performance AchievementsDavid O’Reilly

• Integrally involved in subjects of criticalChief Financial Officersignificance to the Company, includingcash flow, capital liquidity and reputationalmatters.

• Continued to refine our investor

VAR

IAB

LE C

OM

PENSATION 78%

ANNUALINCENTIVE

COMPENSATION$900,000

LONG-TERM EQUITY$865,822

BASE SALARY$500,000

38%

22%

40%

communication and relations strategy.

• Closed a second, non-secured corporatecredit facility with loan proceeds of up to$700 million.

• Continued to lead the Company’s ESGefforts.

Compensation DecisionsBase Salary. . . . . . . . . . . . . . . . . . . . . . . . . . . . $500,000Annual Incentive Compensation . . . . $900,000Long-Term Equity Incentive . . . . . . . . . $865,822

54 The Howard Hughes Corporation ● investor.howardhughes.com\

COMPENSATION DISCUSSION AND ANALYSIS

Americas: 800.688.4400 www.toppanmerrill.com info@toppanmerrill.com© Toppan Merrill 2019. All rights reserved. TMS 151

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