you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. You have the right to direct your bank or
broker on how to vote the shares in your account, and you may also be able to vote by telephone or via the Internet depending on the voting procedures used by your broker. You may receive a separate voting instruction form with this Proxy Statement,
or you may need to contact your broker, bank or other nominee to determine whether you will be able to vote electronically using the telephone or Internet.
You will be able to attend the virtual Annual Meeting via the Internet at https://www.cstproxy.com/acertx/2020 by using the control number
which appears on your proxy card and the instructions that accompany your proxy materials. Whether or not you plan to attend the meeting, however, we encourage you to vote your shares by proxy before the meeting. You may vote your shares at the
meeting if you attend online, even if you previously submitted a proxy card or voted by Internet. Please note that if your shares are held in street name and you wish to vote at the meeting, you will not be permitted to do so unless you
first obtain a legal proxy issued in your name from the broker, bank or nominee that holds your shares.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering to the Secretary
of Acer, at the address of our executive offices noted above, written notice of revocation or a duly executed proxy bearing a later date or by attending the virtual Annual Meeting and voting electronically. Attendance at the virtual Annual Meeting
will not, by itself, revoke a proxy.
Quorum, Abstentions and Broker Non-Votes
Only stockholders of record at the close of business on September 30, 2020 (the Record Date) will be entitled to notice of and
to vote at the virtual Annual Meeting. As of the Record Date, there were 11,912,731 shares of common stock outstanding and entitled to vote. Each holder of record of shares of common stock on the Record Date will be entitled to one vote for each
share held on all matters to be voted upon at the Annual Meeting. Shares of common stock may not be voted cumulatively.
Proxies properly
executed, duly returned to us and not revoked will be voted in accordance with the specifications made. Where no specifications are given, such proxies will be voted:
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FOR each of the five nominees for director; and
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FOR ratification of the appointment of our independent auditors.
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It is not expected that any matters other than those referred to in this Proxy Statement will be brought before the Annual Meeting. If,
however, any matter not described in this Proxy Statement is properly presented for action at the Annual Meeting, the person named as proxy in the enclosed form of proxy will have discretionary authority to vote according to his own discretion.
The required quorum for the transaction of business at the virtual Annual Meeting is a majority of the issued and outstanding shares of our
common stock entitled to vote at the Annual Meeting, whether present online or represented by proxy. Our bylaws provide that unless otherwise provided by law or by our Certificate of Incorporation, all matters other than the election of directors
shall be decided by the affirmative vote of a majority of the shares of stock represented and present at the Annual Meeting. Shares of common stock represented by a properly signed and returned proxy will be treated as present at the Annual Meeting
for purposes of determining a quorum, regardless of whether the proxy is marked as casting a vote or abstaining.
The term broker non-vote refers to shares held by a brokerage firm, bank or other nominee (for the benefit of its client) that are represented at the meeting, but with respect to which such broker or nominee is not instructed
to vote on a particular proposal and does not have discretionary authority to vote on that proposal.
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