VOTING SECURITIES, RECORD DATE AND
QUORUM
Record Date.
The Board of Directors has fixed the close of business on March 7, 2019 as the record date (the Record
Date) for determination of shareholders entitled to receive notice of and to vote at the Meeting. As of the Record Date, there were 3,350,833 shares of Common Stock issued and outstanding and there were no other voting securities of the
Company outstanding.
Quorum.
The presence at the Meeting, in person or by proxy, of a majority of the outstanding shares of Common Stock entitled to vote at
the Meeting shall constitute a quorum for the Meeting. Broker
non-votes
and abstentions will have no effect on the outcome of any of the matters being voted on at this Meeting, as they are not counted as votes
cast; but are counted in determining the presence of a quorum.
Voting
. Each outstanding share of Common Stock entitles the record holder of the share to one
vote. If a shareholder holds shares in street name, and does not submit voting instructions to its broker, bank or other nominee, such broker, bank or other nominee will not be permitted to vote the shareholders shares in their discretion on
the election of directors, the advisory vote on executive compensation and the advisory vote on the frequency of executive compensation vote (Proposals 1, 2 and 3), but may still be permitted to vote the shareholders shares in their discretion
on the ratification of the independent registered public accounting firm (Proposal 4). As noted above, abstentions and broker
non-votes
are not counted as votes cast on any matter to which they relate;
accordingly, broker
non-votes
and abstentions will not affect the outcome of any votes.
Election of Directors.
A
plurality of the votes cast in person or by proxy at the Meeting is required to elect each of the nominees for Director.
Advisory Vote on Executive Compensation.
To be approved the advisory vote on executive compensation must receive a majority of the votes cast in person or by proxy at the Meeting.
Advisory Vote on
the Frequency of an Advisory Vote on Executive Compensation.
A plurality of the votes cast in person or by proxy at the Meeting is required to select the recommended frequency of future votes on executive compensation.
Ratification of the Appointment of Our Independent Registered Accounting Firm
. To be approved, the proposal to ratify the appointment of our independent
registered public accounting firm for the fiscal year ending December 31, 2019 must receive a majority of the votes cast in person or by proxy at the Meeting.
VOTING RIGHTS AND SOLICITATION OF
PROXIES
Eligible shareholders of record may vote at the Meeting in person or by means of the enclosed Proxy Card. You may specify your
voting choices by marking the appropriate boxes on the Proxy Card. The proxy solicited hereby, if properly signed and returned to the Company and not revoked prior to or at the Meeting, will be voted in accordance with the instructions specified
thereon.
If you properly sign and return your Proxy Card, but do not specify your choices, your shares will be voted by the proxy holders as recommended by the Board of Directors.
The Board of Directors encourages you to complete and return the Proxy Card even if you expect to attend the Meeting. You may revoke your proxy at any time before it is
voted at the Meeting by (i) giving written notice of revocation to the Secretary of the Company, (ii) submission of a proxy bearing a later date, or (iii) attending the Meeting in person and casting a ballot.
The proxy holders, Walter C. Johnsen and Susan H. Murphy, will vote all shares of Common Stock represented by Proxy Cards that are properly signed and returned by
shareholders. The Proxy Card also authorizes the proxy holders to vote the shares represented in their sole discretion with respect to any matters not included in this Proxy Statement that may properly be presented for consideration at the Meeting.
You must return a signed Proxy Card if you want the proxy holders to vote your shares of Common Stock.
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