firm for 2019. No other business is expected to come before our Annual Meeting. Should any other matter requiring a vote of stockholders properly arise, the persons named in the enclosed proxy
card will vote such proxy in accordance with their best judgement (including the recommendation of our Board).
If you will not be able to
attend our Annual Meeting to vote in person, please vote your shares by completing and returning the accompanying proxy card or by voting electronically via the Internet or by telephone. To vote by mail, please mark, sign and date the accompanying
proxy card and return it promptly in the enclosed postage paid envelope. To vote by Internet, go to
www.proxyvote.com
. To vote by telephone, call
1-800-690-6903,
and follow the instructions to cast your vote. For voting by Internet or telephone, you will need to have
your
12-digit
control number located on your proxy card. Please do not return the enclosed paper ballot if you are voting by Internet or telephone.
We intend to solicit proxies primarily by mail. However, directors, officers, agents and employees may communicate with stockholders, banks,
brokerage houses and others by telephone,
e-mail,
in person or otherwise to solicit proxies. We have no present plans to hire specially engaged employees or paid solicitors to assist in obtaining proxies, but
reserve the option to do so. All expenses incurred in connection with this solicitation will be borne by us. We request that brokerage houses, nominees, custodians, fiduciaries and other like parties forward the soliciting materials to the
underlying beneficial owners of our common stock. We will reimburse reasonable charges and expenses in doing so.
Quorum; Abstentions; Broker
Non-Votes
Quorum.
The required quorum for the transaction of business at our Annual Meeting
is the holders of a majority of the stock issued and outstanding on the Record Date and entitled to vote at our Annual Meeting, present in person or by proxy. Shares that are voted FOR or AGAINST a matter are treated as being
present at the meeting for purposes of establishing a quorum and are also treated as shares entitled to vote at our Annual Meeting with respect to such matter. Abstentions and broker
non-votes
will count
toward the presence of a quorum. An abstention is the voluntary act of not voting by a stockholder who is present at a meeting and entitled to vote.
Below is a discussion of the effect of abstentions and broker
non-votes
on the results of each proposal.
Voting Requirements to Approve Proposals.
Under
Proposal One, the election of a Class 3 director, the director is elected by a plurality of the shares voted (meaning that the nominee with the largest number of votes is elected, up to the maximum number of directors to be chosen
(in this case, one director). The approval of Proposals Two and Four: the approval, on an advisory basis, our executive compensation; and the ratification of the independent registered public accounting firm, requires the affirmative vote of a
majority of the votes properly cast at our Annual Meeting. For Proposal Three, the frequency (every year, every two years or every three years) of future advisory votes on executive compensation that receives the highest number of votes cast will be
considered the frequency that is recommended by our stockholders. As a result, abstentions and broker
non-votes
will have no effect on the result of Proposals Two, Three and Four.
Broker
Non-votes.
Broker
non-votes
are shares held in
street name for which a broker returns a proxy card but indicates that instructions have not been received from the beneficial owners or other persons entitled to vote and for which the broker does not have discretionary voting authority.
Shares held in Street Name.
If your shares of common stock are held by a bank, broker or other nominee, please follow the
instructions you receive from your bank, broker or other nominee to have your shares of common stock voted.
Broker Discretionary
Voting.
If your shares are held by a broker, the broker will ask you how you want your shares to be voted. If you give the broker instructions, then your shares will be voted as you direct. If you do not give instructions, then we expect that
your broker will have the discretion to vote your shares for Proposal Two, Proposal Three and Proposal Four with each qualifying as a routine matter under such applicable rules, but for the election of directors the broker may not be
entitled to vote your shares at all.
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