including the ratification of the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the fiscal year ending January 31, 2020,
require the affirmative vote of the majority of shares present in person or represented by proxy and entitled to vote.
A quorum of
shareholders is necessary to hold a valid Annual Meeting. A quorum will be present if shareholders holding at least a majority of the outstanding shares entitled to vote are present at the meeting in person or represented by proxy. On the record
date, there were 32,733,984 shares outstanding and entitled to vote. As a result, shareholders holding at least 16,366,993 shares will need to be present at the meeting in person or represented by proxy to constitute a quorum. Your shares will be
counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) over the Internet, by telephone, by mail or if you attend the Annual Meeting in person. Abstentions and broker
non-votes
will be counted towards the quorum requirement. If there is no quorum, then either the chairman of the meeting or the holders of a majority of shares present at the meeting in person or represented by
proxy may adjourn the meeting to another date.
Abstentions on any matters are treated as shares present or represented and entitled to
vote on that matter and have the same effect as a vote against such matter.
If your shares are held in street name and you do
not instruct your broker on how to vote your shares, your broker, in its discretion, may either leave your shares unvoted or vote your shares on routine matters. Only Proposal 2 (ratifying the appointment of our independent registered public
accounting firm) is considered a routine matter. Proposal 1 (election of directors) and Proposal 3 (approval of the advisory vote on executive compensation) are not considered routine matters, and without your instruction, your broker cannot vote
your shares as to those proposals. If your broker returns a proxy but does not vote your shares, this results in a broker
non-vote.
Broker
non-votes
will be
counted as present for the purpose of determining a quorum. However, as brokers do not have discretionary authority to vote on Proposal 1 or Proposal 3, broker
non-votes
will not be counted for the purpose of
determining the number of votes cast on Proposal 1 or Proposal 3.
Votes will be counted by the inspector of election appointed for the
meeting, who will separately count: with respect to the election of the director, For and Withhold votes and, with respect to other proposals, votes For and Against, abstentions and, if applicable,
broker
non-votes.
Abstentions will be counted towards the vote total for Proposal 2, and will have the same effect as Against votes. Broker
non-votes,
although counted toward the quorum requirement, will not be counted towards the vote total for any proposal.
Other Matters
Brought Before the Meeting
The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any
other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
Solicitation of Proxies
The Company will pay for the entire cost of soliciting proxies. In addition to these proxy materials, the Companys directors and
employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. The Company also may reimburse brokerage firms, banks and
other agents for the cost of forwarding proxy materials to beneficial owners.
Voting Results
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on
Form
8-K
that the Company expects to file within four business days after the
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