For, Against and abstentions. Broker non-votes on Proposal 1 will have no effect and will not be counted towards the vote total for
this proposal. We do not expect broker non-votes on Proposal 2. Abstentions on Proposal 2 will be counted towards the vote total for this proposal and will have the same effect as Against votes.
What are broker non-votes?
As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other
securities intermediary holding his or her shares as to how to vote on matters deemed to be non-routine under stock exchange rules, the broker, bank, or other such agent cannot vote the shares.
These un-voted shares are counted as broker non-votes. Proposal 1 is considered to be non-routine under
such rules and we therefore expect broker non-votes on this proposal. However, because Proposal 2 is considered routine under such rules, we do not expect broker
non-votes on this proposal.
As a reminder, if you are a beneficial owner of shares held in
street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the
materials you receive from your broker, bank or other agent.
How many votes are needed to approve each proposal?
For the election of directors, the three nominees receiving the most For votes from the holders of shares present or represented by proxy and
entitled to vote on the election of directors will be elected. Only votes For will affect the outcome of the election of directors; abstentions and broker non-votes will not affect the outcome.
To be approved, Proposal No. 2, ratification of the selection of Ernst & Young LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2022, must receive For votes from the holders of a majority of shares present by virtual attendance or represented by proxy and entitled to vote on the matter. If you
Abstain from voting, it will have the same effect as an Against vote.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the
outstanding shares entitled to vote are present at the Annual Meeting by virtual attendance or represented by proxy duly authorized. On the record date, there were 40,496,512 shares outstanding and entitled to vote. Thus, the holders of 20,248,256 shares must be present or represented by proxy at the meeting to have 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) or
if you vote online during the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairperson of the meeting or the holders of a majority of
shares present by virtual attendance at the meeting or represented by proxy may adjourn the meeting to another date.
How can I find out the results of
the voting at the annual meeting?
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 we expect to file within four business days after the annual meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final
results are known to us, file an additional Form 8-K to publish the final results.
What proxy materials
are available on the internet?
The proxy statement and annual report to stockholders are available at www.proxydocs.com/ABOS.
6