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Each director should actively participate in the decision making process, be willing to make difficult decisions in the best interest of the Company and its stockholders, and demonstrate diligence and faithfulness in attending Board and committee meetings.
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Each director should be free of any conflict of interest that would impair the director’s ability to fulfill the responsibilities of a member of the Board.
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No director shall be employed by, or serve on the board of, any present or potential competitor of the Company.
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The Companys bylaws provide that no person shall qualify for service as a director if he or she is a party to any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity other than the Company, or has received any such compensation or other payment from any person or entity other than the Company, subject to certain qualifications as set forth in the bylaws.
For more information, and for more detailed requirements, please refer to our Bylaws filed as Exhibit 3.2 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, or SEC, on August 14, 2018, and our Corporate Governance Guidelines available on our website under the Corporate Governance tab of the Investors section.
How are votes counted?
Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for each of the proposals to elect directors, votes For, Against and any broker non-votes and abstentions; with respect to the ratification of independent auditors, votes For, Against and abstentions; and with respect to approval of the 2019 Employee Stock Purchase Plan, votes For, Against and any broker non-votes and abstentions. For each of Proposals 1 and 3, broker non-votes will have no effect and will not be counted toward the vote total for the director nominees or the ratification of the independent auditors. For Proposal 2, brokers will have voting discretion if the beneficial owner does not give instructions as to how to vote.
What are broker non-votes?
As discussed above, when a beneficial owner of shares held in street name does not give instructions to the broker or nominee holding the shares as to how to vote on a significant matter, the broker or nominee cannot vote the shares under Nasdaq rules. These unvoted shares are counted as broker non-votes. Proposal 2, the ratification of KPMG as independent auditors, is considered a routine matter, and brokers or nominees holding the shares will have voting discretion if the beneficial owner does not give instructions as to how to vote.
How many votes are needed to approve each proposal?
Regarding Proposal 1, the election of directors, the Boards nominees will be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors, and which did not abstain. Only votes For or Against will affect the outcome with respect to this proposal, and abstentions will have no effect.
To be approved, Proposal 2, the ratification of KPMG as independent auditors, must receive For votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter, and which did not abstain. Only votes For or Against will affect the outcome, and abstentions will have no effect.
To be approved, Proposal 3, the approval of the 2019 Employee Stock Purchase Plan, must receive For votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter, and which did not abstain. Only votes For or Against will affect the outcome, and abstentions will have no effect.
What is the quorum requirement?
A quorum of shareholders is necessary to hold a valid Annual Meeting. A quorum is present if shareholders holding at least 50% of the outstanding common shares entitled to vote are present at the Annual Meeting in person or represented by proxy. On the record date, there were 29,443,156 shares outstanding and entitled to vote. Thus, the holders of 14,721,578 shares must be present in person or represented by proxy at the Annual Meeting to have a quorum.