PROPOSAL 1 ELECTION OF DIRECTORS
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OUR BOARD RECOMMENDS YOU VOTE FOR EACH
CLASS II DIRECTOR NOMINEE TO SERVE AS A DIRECTOR
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At the Annual Meeting, we are asking our stockholders to elect two individuals nominated for election as
Class II Directors. Our Board currently consists of ten Directors and is divided into three classes. Our current Class II Directors are Vickie L. Capps, John A. DeFord, Ph.D., Peter C. Farrell, Ph.D., AM, and Lesley H. Howe,
and each of their terms as a Director will expire at the Annual Meeting. Our Board, upon the recommendation of our Nominating, Corporate Governance and Compliance Committee, nominated Ms. Capps and Dr. DeFord for
re-election
as Class II Directors at the Annual Meeting. In accordance with our retirement age policy for Directors, Dr. Farrell and Mr. Howe will not be standing for
re-election
and will retire as Directors immediately following the Annual Meeting. Effective upon Dr. Farrells and Mr. Howes retirement, the Board has approved a reduction in the size of
the Board from ten to eight Directors.
If elected at the Annual Meeting, each of Ms. Capps and Dr. DeFord will serve as
Class II Directors until the 2021 Annual Meeting of Stockholders, and in each case until their respective successors are duly elected and qualified. Information regarding the experience of each of Ms. Capps and Dr. DeFord, including
the qualifications, attributes and skills that led our Board to nominate each as a Director, can be found below under the caption Nominees for Election of Directors and Directors Continuing in Office.
Ms. Capps and Dr. DeFord have indicated that they are willing and able to serve as Directors. If any of the Boards
nominees for Director declines to serve or becomes unavailable for any reason, or in the event of a Board vacancy, the Nominating, Corporate Governance and Compliance Committee may seek out other potential Director candidates, and one or more of
such candidates may be elected as a Director in accordance with the Companys organizational documents.
As each of the
nominees is an incumbent Director, if a nominee fails to receive FOR votes representing a majority of votes cast, the Director shall promptly tender his or her resignation to the Board, subject to acceptance by the Board. The Nominating,
Corporate Governance and Compliance Committee of the Board would then be charged with making a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the
tendered resignation, taking into account the recommendation of the Nominating, Corporate Governance and Compliance Committee, and publicly disclose its decision regarding the tendered resignation and the rationale behind the decision. If the Board
determines not to accept the resignation of the incumbent Director, the incumbent Director will continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.
Vote Required and Board Recommendation
Directors are elected by a majority of the votes cast at the Annual Meeting. A majority of votes cast means that the number of shares
voted FOR a nominee exceeds the number of votes cast AGAINST that nominee. Votes to ABSTAIN and broker
non-votes
are not counted as votes cast with respect to that Director,
and will have no direct effect on the outcome of the election of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
FOR
THE ELECTION OF EACH OF VICKIE L. CAPPS AND JOHN A. DEFORD, PH.D.
AS A CLASS II DIRECTOR.
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