Questions and
Answers
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Proxy Materials and Voting
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Stockholder of Record (
i.e., Street Name
)
If you are a beneficial owner of shares registered in the name of your broker, bank, or other stockholder of record, you should have received the
Notice of Availability containing voting instructions from that organization rather than from us. You must follow these instructions for your bank, broker or other stockholder of record to vote your shares per your instructions. Alternatively, many
brokers and banks provide the means to grant proxies to vote shares by telephone and via the Internet. If your shares are held in an account with a broker, bank or other stockholder of record providing such a service, you may grant a proxy to vote
those shares by telephone or over the Internet as instructed by your broker, bank or other stockholder of record. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other stockholder of record. Follow
the instructions from your broker, bank or other stockholder of record included with these proxy materials, or contact your broker, bank or other stockholder of record to request a proxy form.
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We provide Internet proxy voting
to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage
charges from Internet access providers and telephone companies.
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How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date, March 29, 2018.
How are proxies voted?
All shares represented by valid proxies received prior to the taking of the vote at the Annual Meeting will be voted and, where a stockholder
specifies by means of a proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholders instructions.
What if I return a proxy card but do not make specific choices?
If you are a stockholder of record and you return a signed and dated proxy card without marking any voting selections, your shares will be voted on
the proposals as follows:
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For the election of Drs. Cohen and Poste and Mr. Wyszomierski as described in Proposal 1;
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For the ratification of our selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2018, as described
in Proposal 2; and
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For the advisory approval of the compensation of our named executive officers as described in Proposal 3.
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If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your
shares using his best judgment.
If you are a beneficial owner of shares registered in the name of your broker, bank or other
stockholder of record and you do not provide the broker, bank or other stockholder of record holding your shares with voting instructions, your broker, bank or other stockholder of record will determine if it has the discretionary authority to vote
on the particular matter. If you are a beneficial owner whose shares are held of record by a broker and you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority
to vote. This is called a broker
non-vote.
In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum, but will
not be able to vote on those matters for which specific authorization is required under the rules of the New York Stock Exchange.
If
you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under the rules of the New York Stock Exchange to vote your shares on Proposal No. 2 (the ratification of the appointment of
Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2018), even if your broker does not receive voting instructions from you. However, your broker does not have discretionary
authority to vote on Proposal No. 1 or Proposal No. 3 without voting instructions from you, in which case a broker
non-vote
will occur and your shares will not be voted on Proposal No. 1 or
Proposal No. 3.
Who is paying for this proxy solicitation?
We are soliciting proxies and will bear the entire cost of soliciting proxies, including the preparation, printing and mailing of the Notice of
Availability, the Notice of Annual Meeting, the Proxy Statement, the proxy card and any additional information
2018 Proxy
Statement
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