How to Vote Shares Held in Street Name by a Broker, Bank, or Other
Nominee If your shares are held in street name by a broker, bank, or other nominee, you
may direct your vote by submitting your voting instructions to your broker, bank, or other nominee. Please refer to the voting instructions provided by your broker, bank, or other nominee. For matters that are considered routine in
nature, brokers have discretionary authority to vote on behalf of the shareholder. The only routine proposal for consideration at the Annual Meeting is Proposal 2, the ratification of the independent registered public accounting firm. Brokers may
vote on this matter even if you have not provided voting instructions. Your broker or other
nominee is not permitted to vote on Proposal 1 or Proposal 3 unless you provide voting instructions. Therefore, if you hold your shares in street name and do not return a broker voting instruction form, or if you return a broker voting instruction
form but do not indicate how you want your broker to vote on any of these matters, a broker non-vote will occur with respect to such matters.
If you wish to vote at the meeting and your shares are held in street name by a bank, broker, or
other nominee, you must obtain a proxy executed in your favor from the holder of record prior to the meeting and present it to the Secretary of the Company at the meeting.
Cost of this Proxy Solicitation
We will pay the cost of this proxy solicitation. Morrow Sodali LLC, will assist in obtaining proxies by mail, facsimile or email from brokerage firms, banks,
broker-dealers or other similar organizations representing beneficial owners of shares. We have agreed to a fee of approximately $6,500 plus out-of-pocket expenses.
Morrow Sodali LLC may be contacted at Morrow Sodali LLC, 470 West Ave, Stamford, CT 06902. In
addition to soliciting proxies by mail, we expect that some of our officers, directors, and regular employees will solicit proxies by telephone, fax, email, or personal contact. None of these officers, directors or employees will receive any
additional or special compensation for doing this. |
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How Votes Will Be
Counted |
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Proposal 1: Election of
Directors Directors will be elected by a plurality of the votes cast by shares present
and entitled to vote at the Annual Meeting. Plurality means that, if there were more nominees than positions to be filled, the persons who received the largest number of votes would be elected. Because there is the same number of
nominees as positions to be filled, we expect all nominees to be elected. Votes that are withheld or that are not voted in the election of directors (including broker non-votes) will have no effect on the
outcome of the election. Cumulative voting is not permitted.
Proposal 2: Ratification of Independent Registered Public Accounting Firm
The ratification of the independent registered public accounting firm will be approved if the
votes cast in favor exceed the votes cast against the matter. Abstentions or shares that are not voted will have no effect on the outcome of the matter.
Proposal 3: Advisory Resolution to Approve Executive Compensation
The vote on the advisory resolution to approve executive compensation will be approved if the
votes cast in favor of the matter exceed the votes cast against the matter. However, the vote is non-binding on us and our Board of Directors. Abstentions or shares that are not voted (including broker non-votes) will have no effect on the outcome of the matter.
Other Matters
Any other matter that may be brought before the meeting will be approved if the votes cast in favor of the matter exceed the votes cast against the matter. Abstentions
or shares that are not voted (including broker non-votes) will have no effect on the outcome of such matters. |
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