The election of directors requires a majority of the votes cast by the holders of our common stock. A
majority means the director must receive more votes for their election than against their election. Consequently, any shares not voted (whether by abstention, broker
non-vote or otherwise) have no impact on the election of directors. All other matters, except for Proposal 2, to be considered for approval at the Annual Meeting will require approval by a majority of the
votes cast for and against such matter at the meeting. Proposal 2, to approve an Amendment to our Certificate of Incorporation that will increase the number of authorized shares of our common stock from 150,000,000 shares to 200,000,000 shares, will
require the affirmative vote of a majority of the outstanding shares of our common stock.
If you are a beneficial owner of shares held in street name and
you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. In this regard, under the rules of the NASDAQ Stock Market, brokers, banks, and
other securities intermediaries that are subject to NASDAQ rules may use their discretion to vote your uninstructed shares with respect to matters considered to be routine under NASDAQ rules, but not with respect to non-routine matters.
Proposal 1 (the election of directors), Proposal 3 (increase in shares available for
issuance under the 2018 stock incentive plan), Proposal 4 (ratification of the extension of our stockholders rights plan) and Proposal 5 (non-binding advisory vote to approve the 2019 compensation of our
named executive officers) are considered non-routine matters under applicable rules of the NASDAQ Stock Market. A broker or other nominee cannot vote without instructions on
non-routine matters, and therefore there may be broker non-votes on Proposals 1, 3, 4 and 5. Proposal 2 (amendment of our Certificate of Incorporation) and Proposal 6
(ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2020) are considered routine under applicable NASDAQ Stock Market rules. A broker or other nominee may
generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposals 2 and 6.
As such, if you are a beneficial owner of shares held in street name, and you do not submit a proxy or attend the Annual Meeting and vote, your shares may be
voted by your broker in its discretion on Proposals 2 and 6. If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you prefer, you must provide voting instructions to your broker, bank or
other agent.
Additional changes to the Proxy Statement
The section Eligibility to Participate in the 2018 Plan on page 19 of the Proxy Statement is amended to read as follows:
All eligible individuals are able to participate in the 2018 Plan. Eligible individuals include our directors, officers,
employees, independent contractors and consultants, as well as individuals who have accepted an offer of employment from us. As of the date of this proxy statement, five non-employee directors, six executive
officers, approximately 65 other employees, and approximately 7 consultants are eligible to receive grants under the 2018 Plan.
Because benefits under the 2018 Plan will require future actions by the Compensation Committee and the fair market value of our
common stock at various dates, it is not possible to determine the benefits that will be received by eligible individuals under the 2018 Plan, if any. The securities that are underlying grants of awards under the 2018 Plan is our common stock.
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