PROPOSAL 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act), enables our shareholders to vote to approve,
on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SECs rules.
As described in the sections entitled Compensation Discussion and Analysis and in the accompanying tables and narrative disclosure, our
executive compensation programs are designed to motivate our executive officers to enhance shareholder value, to provide a fair reward for this effort and to stimulate our executive officers professional and personal growth. The Company seeks
to provide near-term and long-term financial incentives that align the executive officers interest with those of the shareholders and focus executive officer behavior on the achievement of near-term corporate goals, as well as long-term
business objectives and strategies. We believe that this alignment between executive compensation and shareholder interests has driven corporate performance over time.
Our shareholders voted on May 18, 2017, to have advisory votes every year to approve the compensation paid to the Companys named executive
officers, and we have adopted that approach. The Board of Directors and Compensation Committee make executive compensation decisions every year, and our directors will look to the annual advisory vote for information to be taken into account when
they make decisions with respect to our compensation philosophy, policies and practices. Accordingly, we are asking our shareholders to vote FOR the following non-binding, advisory resolution on the
approval of the compensation of the Companys named executive officers as disclosed in this proxy statement:
RESOLVED, that the
shareholders of the Company approve, on an advisory basis, the compensation of the Companys named executive officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative
discussion.
We urge you to read the Compensation Discussion and Analysis section of this proxy statement and the accompanying tables and
narrative disclosure for additional details on the Companys executive compensation, including our governance, framework, components, and the compensation decisions for the named executive officers for the fiscal year ended December 31,
2019.
As an advisory vote, the results of this vote will not be binding on the Board of Directors or the Company. However, the Board of Directors
and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future decisions on the compensation of our named executive officers and the Companys executive compensation
principles, policies and procedures.
The Board of Directors recommends that shareholders vote FOR approval, on an advisory basis, of the
compensation of the Companys named executive officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors, which is comprised solely of independent directors within the meaning of applicable rules of
Nasdaq, outside directors within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended(the Code), and non-employee directors within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934, is responsible for developing executive compensation policies and advising the Board of Directors with respect to such policies and administering the Companys cash and equity incentive plans. The Compensation
Committee sets performance goals and objectives for the Chief Executive Officer and the other executive officers, evaluates their performance with respect to those goals and sets their compensation based upon the evaluation of their performance. In
evaluating executive officer pay, the Compensation Committee may retain the services of a compensation consultant and consider recommendations from the Chief Executive Officer with respect to goals and compensation of the other executive officers.
The Compensation Committee assesses the information it receives in accordance with its business judgment. The Compensation Committee also periodically reviews non-employee director compensation. All decisions
with respect to executive compensation are approved by the Compensation Committee and all decisions with respect to director compensation are recommended by the Compensation Committee to the full Board of Directors for approval.
The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
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