ELECTION OF DIRECTORS TO THE BOARD OF
At the Annual Meeting, seven Directors will be elected, each to
serve until the 2021 Annual Meeting and until such Director’s
successor is duly elected and qualified or until such Director’s
earlier resignation or removal. Upon the recommendation of the
Nominating and Corporate Governance Committee, the Board of
Directors has nominated Holly A. Van Deursen, Paul D. DeWeese,
Robert C. Flexon, Darren R. Jamison, Yon Y. Jorden, Robert F.
Powelson, and Denise Wilson for re-election as Directors. Shares
represented by each properly executed proxy will be voted for the
re-election of Holly A. Van Deursen, Paul D. DeWeese, Robert C.
Flexon, Darren R. Jamison, Yon Y. Jorden, Robert F. Powelson, and
Denise Wilson as Directors, unless contrary instructions are set
forth on such proxy. Proxies cannot be voted for a greater number
of individuals than the number of nominees. Each nominee has agreed
to stand for re-election and to serve, if elected, as a Director.
However, if any nominee fails to stand for re-election or is unable
to accept election, the proxies will be voted for the election of
such other person as the Board of Directors may recommend.
Information About Our
The number of Directors of the Company is presently fixed at eight
(8) and the Board of Directors currently consists of eight
(8) members. Gary J. Mayo has informed the Board of Directors
that he will not stand for re-election and will retire from the
Board of Directors upon the expiration of his current term at the
Annual Meeting at which time the number of Directors will be fixed
at seven (7). You cannot vote for more directors than the seven (7)
nominees named herein.
The Board of Directors has nominated Holly A. Van Deursen, Paul D.
DeWeese, Robert C. Flexon, Darren R. Jamison, Yon Y. Jorden, Robert
F. Powelson, and Denise Wilson for re-election as Directors. The
Board of Directors has determined that Ms. Van Deursen, Mr.
DeWeese, Mr. Flexon, Ms. Jorden, Mr. Powelson, and Ms. Wilson are
independent Directors as defined in Rule 5605(a)(2) under the
Marketplace Rules of the National Association of Securities
Dealers, Inc. (the “NASDAQ Rules”).
The positions of Chief Executive Officer and Chair of the Board are
currently each filled by a different individual, Mr. Jamison and
Ms. Van Deursen, respectively. If the position of Chair of the
Board is vacant, or if he or she is absent, the Chief Executive
Officer presides, when present, at meetings of stockholders.
Additionally, the structure of our Board of Directors also consists
of the Compensation, Audit and Nominating and Corporate Governance
Committees. Ms. Wilson, Ms. Jorden, and Mr. DeWeese will each serve
as Committee Chairs, respectively.
The Chair of the Board, Chairs of the committees, as well the
remaining members of the Board of Directors, each have relevant
experience and background to provide leadership and guidance to the
Company and the Company’s management. Specifically, the members of
the Board of Directors have relevant leadership, technology,
finance, industry and market experience necessary for the Company
and provide for a leadership structure that is appropriate for the