2017-11-10T11:35:08-06:00 2016-12-31 521511275 RAFFA PC 1899 L STREET NW SUITE 850 WASHINGTON DC 20036 990 2016-01-01 340948453 SOCIETY FOR HUMAN RESOURCE MANAGEMENT SOCI 7035483440 1800 DUKE STREET ALEXANDRIA VA 223143499 MARY MOHNEY CHIEF FINANCIAL OFFICER 7035483440 2017-11-10 1 FRANK H SMITH P00639053 2028225000 2017-10-27 207.238.152.3 2017-11-10 12:34:52 ES P FFA2BC33170E4325356C19B39EDBBFEB056B45D7 7C912A7E7EB2F0137FCC833E299A7C725AB5DECD 2016 2017-02-10 21:41:12Z HENRY G JACKSON 1800 DUKE STREET ALEXANDRIA VA 223143499 183211270 0 4372 X WWW.SHRM.ORG X 1949 OH SHRM'S MISSION IS TO SERVE THE NEEDS OF HUMAN RESOURCE PROFESSIONALS. 13 12 393 6522 10108007 1359071 0 0 98284855 102053980 3521947 3038602 11655894 14909275 113462696 120001857 1667487 2456928 0 0 50941426 52066016 0 0 0 68342959 71096272 120951872 125619216 -7489176 -5617359 194212273 195267706 81046452 81403939 113165821 113863767 X SHRM IS A GLOBALLY RECOGNIZED HR PROFESSIONAL SOCIETY THAT EXISTS TO DEVELOP AND SERVE THE HR PROFESSIONAL, AND ADVANCE AND LEAD THE HR PROFESSION. SHRM PROVIDES EDUCATION, THOUGHT LEADERSHIP, CERTIFICATION, COMMUNITY, AND ADVOCACY TO ENHANCE THE PRACTICE OF HUMAN RESOURCE MANAGEMENT AND THE EFFECTIVENESS OF HR PROFESSIONALS IN THE ORGANIZATIONS AND COMMUNITIES THEY SERVE. 0 0 CERTIFICATION PROGRAM: SHRM HAS ESTABLISHED TWO COMPETENCY BASED CERTIFICATIONS WHICH ASSESS, THROUGH KNOWLEDGE AND SITUATIONAL JUDGMENT QUESTIONS, HR PROFESSIONAL CAPABILITIES IN THE ASPECTS OF PRACTICING HUMAN RESOURCES. GOVERNMENT AND PUBLIC AFFAIRS: SHRM MONITORS CONGRESSIONAL ACTIONS THAT IMPACT HUMAN RESOURCE MANAGEMENT ISSUES AND REPRESENTS MEMBERS' POSITIONS ON PENDING LEGISLATION AND REGULATORY ISSUES. SEMINARS AND EDUCATIONAL PROGRAMS: SHRM PROVIDES VARIOUS FORUMS AND PRODUCTS TO HELP EDUCATE HUMAN RESOURCE PROFESSIONALS AND DISSEMINATE INFORMATION ON HUMAN RESOURCE ISSUES AND PROVIDE A NETWORKING FORUM FOR SUCH PROFESSIONALS. PUBLICATIONS: SHRM DEVELOPS VARIOUS PUBLICATIONS WHICH EDUCATE MEMBERS AND NON-MEMBERS BY PROVIDING ARTICLES AND INFORMATION RELEVANT TO THE HUMAN RESOURCE MANAGEMENT FIELD. 0 0 0 1 0 0 0 0 0 1 1 0 0 1 1 0 1 0 1 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 X 340 0 1 393 1 1 1 1 IN CH BD AE CJ 0 0 0 0 X 13 12 0 0 0 0 1 1 1 1 1 0 1 1 1 1 1 1 1 1 1 1 0 CA X MARY MOHNEY 7035483440 1800 DUKE STREET ALEXANDRIA VA 223143499 HENRY G JACKSON CPA PRESIDENT & CEO/HRPS & CFGI DIRECTOR 37.50 3.00 X X 1453130 0 1300591 BRIAN D SILVA SHRM-SCP CHAIR 8.00 X X 35423 0 0 CORETHA M RUSHING SHRM-SCP CHAIR DESIGNATE 8.00 X X 25423 0 0 STEVE BROWNE SHRM-SCP DIRECTOR 8.00 X 20423 0 0 JORGE CONSUEGRA DIRECTOR 8.00 X 20423 0 0 THOMAS W DERRY DIRECTOR 8.00 X 20423 0 0 SHERRI L ENRIGHT JD SHRM-SCP DIRECTOR 8.00 X 20423 0 0 DONNA MORRIS SHRM-SCP DIRECTOR 8.00 X 20423 0 0 MY-CHAU NGUYEN CPA DIRECTOR 8.00 X 25423 0 0 JOSE TOMAS SHRM-SCP DIRECTOR 8.00 X 25423 0 0 DAVID WINDLEY DIRECTOR 8.00 X 20423 0 0 PATRICK WRIGHT PHD DIRECTOR 8.00 X 20423 0 0 GRETCHEN K ZECH SHRM-SCP DIRECTOR 8.00 X 25423 0 0 MARY MOHNEY CPA TREASURER & CFO 37.50 X 484741 0 63428 ELIZABETH BILLE JD SHRM-SCP SECRETARY & GENERAL COUNSEL 37.50 X 288246 0 36191 MICHAEL AITKEN VP, GOVERNMENT AFFAIRS 37.50 X 287674 0 87458 ALEXANDER ALONSO PHD SHRM-SCP VP, KNOWLEDGE DEVELOPMENT & CERT. 37.50 X 289259 0 55847 JEANEEN ANDREWS-FELDMAN CHIEF MARKETING OFFICER 37.50 X 362960 0 94983 ELIZABETH W BLOCK VP, MEETINGS & CONFERENCES 37.50 X 238546 0 79693 HEIDI BYERLY VP, CERT. SERVICES - UNTIL 08/2016 37.50 X 307690 0 54150 TIM CANNY VP, ADVERTISING SALES 37.50 X 233169 0 102549 J ROBERT CARR JD SHRM-SCP SVP,MBRSHIP,& EXT AFF/CFGI DIR. 37.50 1.00 X 545511 0 389958 DEBRA J COHEN PHD SHRM-SCP SVP, KNOWLEDGE DEV. - UNTIL 01/2016 37.50 X 688124 0 29098 VLADAN DASIC CHIEF INFORMATION OFFICER 37.50 X 255000 0 74030 BETTINA DEYNES SHRM-SCP VP, HUMAN RESOURCES & DIVERSITY 37.50 X 231293 0 52290 BRIAN DICKSON SVP, PROFESSIONAL DEVELOPMENT 37.50 X 440078 0 215817 STACEY B HOLVENSTOT VP, MARKETING 37.50 X 238254 0 23283 ANTHONY LEE VP, EDITORIAL 37.50 X 227478 0 94617 ELISSA O'BRIEN SHRM-SCP VP, MEMBERSHIP 37.50 X 244890 0 72675 SCOTT OPPLER VP, CERT. RESEARCH & ANALYSIS 37.50 X 294681 0 75401 JESSICA PERRY SVP, PUBLISHING & MEDIA 37.50 X 410218 0 92780 JEFF TH PON PHD SHRM-SCP CHRO/SHRM FOUNDATION DIRECTOR 37.50 1.00 X 491985 0 68738 MEGAN SMITH CPA CONTROLLER 37.50 X 222990 0 51712 AMY THOMPSON VP, PUBLIC RELATIONS 37.50 X 220755 0 68651 MARGO VICKERS CHIEF OF STAFF 37.50 X 277650 0 129596 KIMBERLY LAMBERT SR, ADVERTISING SALES & MARKETING 37.50 X 255672 0 61403 ROBERT GARCIA MBA SHRM-SCP VP, GLOBAL OPERATIONS 37.50 X 212043 0 83388 PETER LEHMAYER SR, ADVERTISING SALES & MARKETING 37.50 X 195216 0 21015 VIVEK PATEL DIR, TECHNOLOGY BUSINESS SERVICES 37.50 X 183437 0 48001 HOWARD A WALLACK SHRM-SCP DIR, GLOBAL MARKETS - UNTIL 06/2016 37.50 X 181938 0 81464 HENRY A HART FORMER SECRETARY & GENERAL COUNSEL 0.00 X 119518 0 93 LISA L CONNELL FORMER VP/ EXEC. DIR, HRPS 0.00 37.50 X 0 272566 76454 MARK SCHMIT PHD FORMER VP/ EXEC. DIR, SHRM FDN 0.00 37.50 X 0 281951 100320 10162222 554517 3785674 137 1 1 0 HOLMES CORPORATION 2975 LONE OAK DR SUITE 180 EAGAN MN 55121 DEVELOPMENT/PROMOTION 6086634 BLUE ADVERTISING LLC 607 14TH ST NW SUITE 300 WASHINGTON DC 20006 MARKETING/PRODUCTION SERVICES 6000584 BULLY PULPIT INTERACTIVE LLC 1140 CONNECTICUT AVE NW 800 WASH DC 20036 MARKETING SERVICES 4023383 MARKETING GENERAL INC 625 N WASHINGTON ST SUITE 450 ALEXANDRIA VA 22314 MARKETING SERVICES 3102966 AMERICAN INSTITUTES FOR RESEARCH PO BOX 28126 NEW YORK NY 10087 EXAM DEVELOPMENT SERVICES 2373198 86 MEMBERSHIP DUES 900099 47537628 47537628 ANNUAL CONFERENCE 611430 27041727 21397457 5644270 ADVERTISING 541800 9967906 9967906 SEMINARS 611430 6450694 6450694 CERTIFICATION PROGRAM 900099 6368487 6368487 4687538 4421338 266200 102053980 1862337 19835 1842502 638350 638350 1611104 835400 775704 775704 64350 711354 57238434 56062169 1176265 1176265 1176265 15879713 6311844 9567869 9511953 55916 MISCELLANEOUS 900099 1309459 1309459 ADMINISTRATIVE FEES 561000 1039940 1039940 INSURANCE RECOVERY 900099 928012 928012 649941 103008 546933 3927352 120001857 95790565 10108007 14103285 2456928 12327934 119611 28661797 4345857 3821085 2789732 437298 985615 888768 481934 6640438 10746918 13304308 3644895 1290123 3245116 12847947 7553345 412736 UBI TAXES 567041 CHAPTER SUPPORT 3107118 AGENCY/SALES COMMISSION 2183456 TESTING FEES 1205592 1553624 125619216 741 741 11878610 13371062 2809395 2293484 765477 612561 8106059 9598497 63258267 27147561 36345594 36110706 107144514 109455925 19855698 15754912 7306185 8069818 194212273 195267706 14320558 14659016 36168814 36616379 2933011 2484245 27624069 27644299 81046452 81403939 X 113165821 113863767 113165821 113863767 194212273 195267706 X -5617359 5307397 1007908 X 0 1 X 1 0 0 0 1 47537628 2069399 -8192981 -6123582 1426129 -7549711 5883310 5883310 34916938 13995267 20921671 6921386 4506253 2415133 15536633 8646041 6890592 36110706 INVESTMENT IN SHRM - INDIA -3670877 F INVESTMENT IN SHRM CORPORATION 35545 F HEDGE FUNDS 19390244 F 15754912 ACCRUED BENEFIT COST 27318645 DUE TO RELATED ENTITIES 203062 DEPOSITS 122592 27644299 X 131974564 5307397 7147244 12454641 119519923 481934 481934 120001857 132284526 7147244 7147244 125137282 481934 481934 125619216 PART X, LINE 2: THE ORGANIZATION EVALUATED ITS UNCERTAINTY IN INCOME TAXES FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015, AND DETERMINED THAT THERE WERE NO MATTERS THAT WOULD REQUIRE RECOGNITION IN THE CONSOLIDATED FINANCIAL STATEMENTS OR WHICH MIGHT HAVE ANY EFFECT ON THE ORGANIZATION'S TAX-EXEMPT STATUS. PART XI, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES 835,400. COST OF GOODS SOLD 6,311,844. PART XII, LINE 2D - OTHER ADJUSTMENTS: RENTAL EXPENSES 835,400. COST OF GOODS SOLD 6,311,844. CENTRAL AMERICA AND THE CARIBBEAN 0 0 INVESTMENTS 13148290 SOUTH ASIA 0 0 PROGRAM-RELATED INVESTMENT 600000 MIDDLE EAST AND NORTH AFRICA 0 0 PROGRAM-RELATED INVESTMENT 200000 0 0 0 0 0 0 13948290 0 13948290 1 0 1 0 0 1 PART I, LINE 3 SHRM'S WHOLLY OWNED SUBSIDIARY, STRATEGIC HUMAN RESOURCE MANAGEMENT INDIA PRIVATE LIMITED, MAINTAINS 3 OFFICES WITH APPROXIMATELY 31 EMPLOYEES AND INDEPENDENT CONTRACTORS AND PROVIDES PROGRAM SERVICES THROUGH EDUCATIONAL PROGRAMS IN SOUTH ASIA. SHRM'S WHOLLY OWNED SUBSIDIARY, SHRM CORPORATION, HAS A BEIJING WHOLLY FOREIGN OWNED ENTERPRISE, WHICH MAINTAINS 1 OFFICE AND FACILITATES PROGRAM SERVICES THROUGH EDUCATIONAL PROGRAMS IN EAST ASIA AND THE PACIFIC. SHRM CORPORATION ESTABLISHED SHRM MANAGEMENT CONSULTING (BEIJING) CO., LTD. TO PROVIDE HR RESEARCH AND EDUCATIONAL PROGRAMS IN CHINA. SHRM CORPORATION ALSO HAS ANOTHER WHOLLY OWNED SUBSIDIARY, SHRM MIDDLE EAST & AFRICA FZ LLC, WHICH MAINTAINS ONE OFFICE WITH APPROXIMATELY 3 EMPLOYEES AND PROVIDES EDUCATIONAL PROGRAMS IN THE MIDDLE EAST. 1 HR PEOPLE & STRATEGY INC 1800 DUKE STREET ALEXANDRIA VA 22314 132989471 501(C)(3) 1433536 GENERAL OPERATING SUPPORT SHRM FOUNDATION INC 1800 DUKE STREET ALEXANDRIA VA 22314 346610067 501(C)(3) 984992 GENERAL OPERATING SUPPORT CATALYST 120 WALL STREET 15TH FLOOR NEW YORK NY 10005 131992402 501(C)(3) 23400 GENERAL OPERATING SUPPORT FUTURE BUSINESS LEADERS OF AMERICA 1912 ASSOCIATION DRIVE RESTON VA 20191 237157445 501(C)(3) 15000 GENERAL OPERATING SUPPORT 4 0 PART I, LINE 2: DUE DILIGENCE IS PERFORMED FOR ALL POTENTIAL GRANT RECIPIENTS. GENERAL SUPPORT CONTRIBUTIONS ARE MADE TO WELL ESTABLISHED ORGANIZATIONS KNOWN FOR SUCCESSFUL OPERATIONS AND WORK. CONTRIBUTIONS ARE FOR PARTICULAR PROJECTS OR EVENTS THAT CLOSELY ALIGNED WITH SHRM'S MISSION AND OBJECTIVES. X X 1 1 X X X X X X 1 1 0 HENRY G JACKSON CPA PRESIDENT & CEO/HRPS & CFGI DIRECTOR 738336 0 697555 0 17239 0 1285737 0 14854 0 2753721 0 0 0 MARY MOHNEY CPA TREASURER & CFO 334548 0 149563 0 630 0 42864 0 20564 0 548169 0 0 0 ELIZABETH BILLE JD SHRM-SCP SECRETARY & GENERAL COUNSEL 223785 0 64041 0 420 0 36191 0 0 0 324437 0 0 0 MICHAEL AITKEN VP, GOVERNMENT AFFAIRS 214544 0 72164 0 966 0 61080 0 26378 0 375132 0 0 0 ALEXANDER ALONSO PHD SHRM-SCP VP, KNOWLEDGE DEVELOPMENT & CERT. 219820 0 69020 0 419 0 35283 0 20564 0 345106 0 0 0 JEANEEN ANDREWS-FELDMAN CHIEF MARKETING OFFICER 310806 0 51188 0 966 0 74910 0 20073 0 457943 0 0 0 ELIZABETH W BLOCK VP, MEETINGS & CONFERENCES 177789 0 59160 0 1597 0 72839 0 6854 0 318239 0 0 0 HEIDI BYERLY VP, CERT. SERVICES - UNTIL 08/2016 129218 0 65682 0 112790 0 49752 0 4398 0 361840 0 0 0 TIM CANNY VP, ADVERTISING SALES 181001 0 50500 0 1668 0 84194 0 18355 0 335718 0 0 0 J ROBERT CARR JD SHRM-SCP SVP,MBRSHIP,& EXT AFF/CFGI DIR. 378987 0 161190 0 5334 0 375104 0 14854 0 935469 0 0 0 DEBRA J COHEN PHD SHRM-SCP SVP, KNOWLEDGE DEV. - UNTIL 01/2016 17138 0 0 0 670986 0 26932 0 2166 0 717222 0 0 0 VLADAN DASIC CHIEF INFORMATION OFFICER 199992 0 54378 0 630 0 58813 0 15217 0 329030 0 0 0 BETTINA DEYNES SHRM-SCP VP, HUMAN RESOURCES & DIVERSITY 173695 0 57227 0 371 0 32217 0 20073 0 283583 0 0 0 BRIAN DICKSON SVP, PROFESSIONAL DEVELOPMENT 304931 0 133341 0 1806 0 203752 0 12065 0 655895 0 0 0 STACEY B HOLVENSTOT VP, MARKETING 178763 0 58928 0 563 0 23283 0 0 0 261537 0 0 0 ANTHONY LEE VP, EDITORIAL 198871 0 26593 0 2014 0 74053 0 20564 0 322095 0 0 0 ELISSA O'BRIEN SHRM-SCP VP, MEMBERSHIP 191581 0 52698 0 611 0 54712 0 17963 0 317565 0 0 0 SCOTT OPPLER VP, CERT. RESEARCH & ANALYSIS 252650 0 40953 0 1078 0 75401 0 0 0 370082 0 0 0 JESSICA PERRY SVP, PUBLISHING & MEDIA 302441 0 105971 0 1806 0 86781 0 5999 0 502998 0 0 0 JEFF TH PON PHD SHRM-SCP CHRO/SHRM FOUNDATION DIRECTOR 341133 0 150222 0 630 0 42360 0 26378 0 560723 0 0 0 MEGAN SMITH CPA CONTROLLER 166726 0 55877 0 387 0 32556 0 19156 0 274702 0 0 0 AMY THOMPSON VP, PUBLIC RELATIONS 171924 0 48276 0 555 0 41824 0 26827 0 289406 0 0 0 MARGO VICKERS CHIEF OF STAFF 207877 0 67001 0 2772 0 122545 0 7051 0 407246 0 0 0 KIMBERLY LAMBERT SR, ADVERTISING SALES & MARKETING 255406 0 0 0 266 0 40945 0 20458 0 317075 0 0 0 ROBERT GARCIA MBA SHRM-SCP VP, GLOBAL OPERATIONS 180118 0 31045 0 880 0 68171 0 15217 0 295431 0 0 0 PETER LEHMAYER SR, ADVERTISING SALES & MARKETING 194994 0 0 0 222 0 15016 0 5999 0 216231 0 0 0 VIVEK PATEL DIR, TECHNOLOGY BUSINESS SERVICES 153383 0 29749 0 305 0 21623 0 26378 0 231438 0 0 0 HOWARD A WALLACK SHRM-SCP DIR, GLOBAL MARKETS - UNTIL 06/2016 83999 0 29189 0 68750 0 70242 0 11222 0 263402 0 0 0 HENRY A HART FORMER SECRETARY & GENERAL COUNSEL 11331 0 107982 0 205 0 0 0 93 0 119611 0 0 0 LISA L CONNELL FORMER VP/ EXEC. DIR, HRPS 0 203660 0 68276 0 630 0 54756 0 21698 0 349020 0 0 MARK SCHMIT PHD FORMER VP/ EXEC. DIR, SHRM FDN 0 210281 0 69725 0 1945 0 85690 0 14630 0 382271 0 0 PART I, LINE 1A IT IS SHRM'S POLICY TO ALLOW BUSINESS CLASS TRAVEL TO ANY EMPLOYEE OR DIRECTOR FLYING INTERNATIONAL OR FLYING 5 HOURS OR LONGER. ALL BOARD OF DIRECTORS AND THE CEO ARE PERMITTED TO FLY BUSINESS/FIRST CLASS. COMPANION TRAVEL IS PERMITTED FOR BOARD OF DIRECTORS SERVING AS CHAIR OR IMMEDIATE PAST CHAIR. IN 2016, 2 HIGHEST COMPENSATED EMPLOYEES, 5 KEY EMPLOYEES AND 10 DIRECTORS/OFFICERS RECEIVED FIRST CLASS/BUSINESS TRAVEL BENEFITS. PART I, LINES 4A-B SHRM MAINTAINS AN UNQUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR EXECUTIVES WHO MEET CERTAIN CRITERIA. THE PLAN IS UNFUNDED AND MAINTAINS NO ASSETS. AS OF DECEMBER 2016, J. ROBERT CARR, BRIAN DICKSON AND HENRY G. JACKSON WERE PARTICIPANTS IN THE PLAN. DEBRA COHEN RECEIVED A SEVERANCE PAYMENT TOTALING $670,708 IN 2016. HEIDI BYERLY RECEIVED A SEVERANCE PAYMENT TOTALING $112,195 IN 2016. HOWARD A. WALLACK RECEIVED A SEVERANCE PAYMENT TOTALING $67,604 IN 2016. FORM 990, PART VI, SECTION A, LINE 6 THE BYLAWS OF SHRM PROVIDE FOR 8 CLASSES OF MEMBERSHIP AS FOLLOWS: 1)PROFESSIONAL MEMBERS; 2)GENERAL MEMBERS; 3)ASSOCIATE MEMBERS; 4)LIFE MEMBERS; 5)RETIRED ANNUAL MEMBERS; 6)STUDENT MEMBERS; 7)GLOBAL MEMBERS; 8)SPECIAL EXPERTISE MEMBERS. NO CORPORATE MEMBERSHIPS ARE PERMITTED. THE REQUIREMENTS AND PRIVILEGES OF THE VARIOUS MEMBERSHIP CLASSES ARE SPECIFIED IN ARTICLE II OF SHRM'S BYLAWS. FORM 990, PART VI, SECTION A, LINE 7A ELECTIONS OF OFFICERS AND DIRECTORS ARE CONDUCTED BY MAIL BALLOT IN ACCORDANCE WITH PROVISIONS OUTLINED IN ARTICLE VIII OF SHRM'S BYLAWS. EVERY PROFESSIONAL, GENERAL, SPECIAL EXPERTISE, RETIRED LIFE, PROFESSIONAL LIFE AND PAST CHAIR LIFE MEMBER OF SHRM, IN GOOD STANDING, SHALL BE ENTITLED TO ONE VOTE IN THE ELECTION OF SHRM'S BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7B IN ACCORDANCE WITH THE OHIO NONPROFIT CORPORATION ACT, MEMBERS MUST APPROVE CERTAIN CHANGES TO THE ORGANIZATION'S ARTICLES OF INCORPORATION, SUCH AS INSTANCES OF MERGERS OR CONSOLIDATIONS. FORM 990, PART VI, SECTION B, LINE 11B SHRM'S FEDERAL FORM 990 IS REVIEWED BY THE ACCOUNTING STAFF OF SHRM, INCLUDING THE CONTROLLER AND CFO. SUCH REVIEW TAKES PLACE UPON RECEIPT OF THE DRAFT FORM 990 FROM THE INDEPENDENT PUBLIC ACCOUNTING FIRM WHO CONDUCTS THE FINANCIAL STATEMENT AUDIT OF SHRM. THE REVIEW INCLUDES THE COMPARISON OF FINANCIAL DATA IN THE FEDERAL FORM 990 WITH THE AUDITED FINANCIAL STATEMENTS AND THE BOOKS AND RECORDS OF SHRM, AND THE NARRATIVE INFORMATION FOR ACCURACY AND COMPLETENESS. ADDITIONALLY, THE BOARD OF DIRECTORS HAS DELEGATED REVIEW OF THE FEDERAL FORM 990 TO THE CHAIR OF THE AUDIT COMMITTEE. AFTER THE REVIEW OF THE FORM 990 BY THE CHAIR OF THE AUDIT COMMITTEE, THE FORM IS SENT TO THE FULL BOARD OF DIRECTORS BEFORE FILING. FORM 990, PART VI, SECTION B, LINE 12C THE SHRM BOARD CONFLICT OF INTEREST POLICY PROVIDES THE FOLLOWING PROCEDURES FOR ADDRESSING POTENTIAL CONFLICTS OF INTEREST THAT MAY REQUIRE BOARD OR COMMITTEE ACTION, SUCH AS: 1) THE INTERESTED PERSON MUST DISCLOSE ALL FACTS MATERIAL TO THE CONFLICT OF INTEREST AND SUCH DISCLOSURE MUST BE REFLECTED IN THE MINUTES OF THE MEETING WHERE SUCH MATTER IS BEING REVIEWED; 2) THE INTERESTED PERSON IS PROHIBITED FROM PARTICIPATING IN DISCUSSIONS ABOUT THE MATTER EXCEPT TO DISCLOSE MATERIAL FACTS AND RESPOND TO QUESTIONS; 3) SUCH PERSON SHALL NOT ATTEMPT TO EXERT HIS OR HER PERSONAL INFLUENCE WITH RESPECT TO THE MATTER EITHER AT OR OUTSIDE OF THE MEETING; 4) SUCH PERSON MAY NOT BE PRESENT TO HEAR THE BOARD OR COMMITTEE DISCUSSIONS ON THE MATTER; 5) SUCH INTERESTED PERSON IS PRECLUDED FROM VOTING ON THE MATTER AND SUCH PERSON'S PRESENCE MAY NOT BE COUNTED IN DETERMINING THE PRESENCE OF A QUORUM FOR PURPOSES OF THE VOTE AT THE MEETING; 6) SUCH PERSON MAY NOT BE PRESENT DURING THE VOTE UNLESS THE VOTE IS BY SECRET BALLOT; AND 7) SUCH PERSON'S INELIGIBILITY TO VOTE SHOULD BE REFLECTED IN THE MINUTES. ADDITIONALLY, THE SHRM EMPLOYEE CODE OF CONDUCT APPLIES TO ALL SHRM EMPLOYEES; AND ALL SHRM EMPLOYEES RECEIVE A COPY OF THE CODE OF CONDUCT AND RETURN AN ACKNOWLEDGEMENT TO THE SHRM HR DEPARTMENT THAT THEY UNDERSTAND AND WILL COMPLY WITH THE CODE OF CONDUCT. SECTION IV(K) OF THE CODE OF CONDUCT SETS FORTH THE CONFLICT OF INTEREST RULES APPLICABLE TO ALL EMPLOYEES. IT IS SHRM'S INTENT TO AVOID IMPROPRIETY IN ALL OF ITS DECISIONS AND ACTIONS. THE CODE OF CONDUCT REQUIRES EMPLOYEES TO AVOID TRANSACTIONS, ACTIVITIES AND RELATIONSHIPS WHICH PLACE THEIR PERSONAL INTERESTS IN CONFLICT WITH SHRM'S; NOT TO USE SHRM ASSETS OR THEIR POSITION AT SHRM FOR PERSONAL USE OR GAIN; NOT TO ACCEPT GIFTS FROM VENDORS UNLESS WITHIN SPECIFIED GIFT GUIDELINES. EMPLOYEES ARE INFORMED THAT ACTUAL OR POTENTIAL CONFLICTS OF INTEREST MAY GO BEYOND DEALINGS WITH MEMBERS, CUSTOMERS, VENDORS OR SUPPLIERS. CONFLICTS MAY ALSO INVOLVE DEALINGS WITH MANAGERS, SUBORDINATES OR OTHER STAFF MEMBERS. IF A CONFLICT OR POTENTIAL CONFLICT ARISES, EMPLOYEES UNDER THE POLICY MAY CONSULT WITH THEIR SUPERVISOR, THEIR DEPARTMENT HEAD, SVP OR HUMAN RESOURCES. AT MINIMUM, IF AN EMPLOYEE OR HIS/HER IMMEDIATE FAMILY MEMBER HAVE AN INTEREST IN A VENDOR THE EMPLOYEE IS REQUIRED TO DISCLOSE SUCH CONFLICT OF INTEREST TO THEIR SVP (OR CEO IF THEY ARE A SVP) AND THE EMPLOYEE MUST NOT BE INVOLVED IN THE SELECTION, MANAGEMENT OR OVERSIGHT OF SUCH VENDOR. GENERALLY ALL CONTRACTS OVER $10,000 ARE REQUIRED TO BE REVIEWED BY THE GENERAL COUNSEL'S OFFICE AND TO BE PRESENTED TO GENERAL COUNSEL UNDER A COMPLETED SHRM CONTRACT ROUTING FORM. THE CONTRACT ROUTING FORM REQUIRES THE INDIVIDUAL WHO INITIATES THE CONTRACT TO "COMMENT ON PERSONAL RELATIONSHIPS OR FRIENDSHIPS WITH THE VENDOR." FORM 990, PART VI, SECTION B, LINE 15 CEO COMPENSATION IS SET BY THE BOARD OF DIRECTORS' COMPENSATION AND ORGANIZATION COMMITTEE. COMPENSATION OF EMPLOYEE OFFICERS AND SENIOR VICE PRESIDENTS ARE RECOMMENDED BY AN INDEPENDENT COMPENSATION CONSULTANT, THROUGH REVIEW OF RELEVANT COMPARABILITY DATA. THE RECOMMENDATION IS DISCUSSED AND SUBSTANTIATED BY THE CEO AND/OR CHRO AND APPROVED BY THE COMPENSATION AND ORGANIZATION COMMITTEE. ALL OTHER KEY EMPLOYEE COMPENSATION IS RECOMMENDED THROUGH A REVIEW OF RELEVANT COMPARABILITY DATA. THE RECOMMENDATION IS DISCUSSED AND SUBSTANTIATED BY THE CEO AND/OR CHRO. COMPENSATION AMOUNTS ARE DIRECTLY LINKED TO THE INDIVIDUAL'S PERFORMANCE RATING. THE SHRM BOARD OF DIRECTORS APPROVES A REASONABLE LEVEL OF HONORARIA FOR ALL BOARD MEMBERS, INCLUDING THE BOARD CHAIR AND IMMEDIATE PAST CHAIR, WHO ARE OFFICERS OF THE CORPORATION. THE SHRM GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS RECOMMENDS THE HONORARIA FOR ALL BOARD MEMBERS, AND THE FULL BOARD THEN APPROVES THE HONORARIA LEVEL. AT THE TIME OF RECOMMENDING AND APPROVING THE HONORARIA AND ITS LEVEL, THE GOVERNANCE COMMITTEE AND BOARD OF DIRECTORS RELY UPON SURVEYS AND AN OPINION OF AN OUTSIDE NATIONALLY RECOGNIZED COMPENSATION EXPERT SUPPORTING THE REASONABLENESS OF THE HONORARIA. THE OHIO NON-PROFIT CORPORATION ACT (CODE SECTION 1702.301), UNDER WHICH SHRM IS INCORPORATED, EXPRESSLY ALLOWS DIRECTORS TO VOTE TO ESTABLISH REASONABLE COMPENSATION FOR THEMSELVES, "IRRESPECTIVE OF ANY FINANCIAL OR PERSONAL INTEREST OF ANY OF THE DIRECTORS." FORM 990, PART VI, SECTION C, LINE 19 SHRM'S ANNUAL FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC ON SHRM'S ANNUAL REPORT. SHRM'S BYLAWS ARE ALSO AVAILABLE TO THE PUBLIC ON SHRM'S WEBSITE; AND THE ARTICLES OF INCORPORATION ARE AVAILABLE ON THE OHIO SECRETARY OF STATE CORPORATE DIVISION WEBSITE. SHRM WILL CONSIDER MAKING ITS CONFLICT OF INTEREST POLICY AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART XI, LINE 9: PENSION-RELATED CHANGES OTHER THAN NET PERIODIC BENEFIT COSTS 1,007,908. 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