Who is entitled to vote?
Only stockholders of record at the close of business on the record date, January 9, 2020, are entitled to receive notice and vote at the annual
meeting. Each outstanding share of common stock entitles its holder to cast one vote, without cumulation, on each matter to be voted on. As of the record date, we had approximately 29,215,518 shares of common stock outstanding and entitled to vote.
What is the difference between holding shares as a record holder and as a beneficial owner?
Record Holder. You are a record holder of our common stock if at the close of business on the record
date your shares were registered directly in your name with Computershare Trust Company, N.A., P.O. Box 43078, Providence, Rhode Island 02940-3078, our stock transfer agent.
Beneficial Owner. You are a beneficial owner if at the close of business on the record date your shares were held by a
broker, bank, custodian, nominee or other record holder of our common stock and not in your name. Being a beneficial owner means that, like most of our stockholders, your shares are held in street name. As the beneficial owner, you have
the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or
nominee will be able to vote your shares with respect to some of the proposals, but not all. Please see What if I did not specify how my shares are to be voted? for additional information.
What constitutes a quorum?
If a majority of the shares outstanding on the record date are present at the annual meeting, either in person or by proxy, we will have a quorum at the
meeting permitting the conduct of business at the meeting. As of the record date, we had approximately 29,215,518 shares of common stock outstanding and entitled to vote. Any shares represented by proxies that are marked to abstain from voting on a
proposal will be counted as present for purposes of determining whether we have a quorum. If a broker, bank, custodian, nominee or other record holder of our common stock indicates on a proxy that it does not have discretionary authority to vote
certain shares on a particular matter, the shares held by that record holder (referred to as broker non-votes) will also be counted as present in determining whether we have a quorum.
How do I vote, and can I vote by telephone or through the internet?
You may vote in person at the annual meeting or you may vote by proxy. If your stock is registered in your own name, you may vote in person by attending
the meeting, presenting a valid form of photo identification and delivering your completed proxy card in person. If your stock is not registered in your own name and you plan to attend the meeting and vote in person, you should contact your broker
or agent in whose name your stock is registered to obtain a brokers proxy and bring it to the meeting along with a valid form of photo identification. You may vote by proxy by signing, dating and mailing a proxy card. In addition, you may vote
by telephone or through the internet by following the instructions below or those included in the Notice of Internet Availability of Proxy Materials. Telephone and internet voting facilities for stockholders of record will be available 24 hours a
day. You may vote over the telephone or via the internet until 11:59 p.m. ET on March 3, 2020 for shares held directly or 11:59 p.m. ET on March 1, 2020 for shares held in a plan.
To vote by telephone, if you are a record holder of our common stock, call toll free 1-800-690-6903 and follow the instructions provided by the recorded
message. To vote by telephone if you are a beneficial owner of our common stock, call the toll free number listed in the proxy card or follow the instructions provided by your broker. For all holders of our common stock (whether record or
beneficial), to vote through the internet, go to www.proxyvote.com and follow the steps on the secure website. You also may access the proxyvote website (www.proxyvote.com) or view our Proxy Materials by going to our website,
www.cabotcmp.com, selecting Investor Relations on our Homepage, and then selecting Annual Meeting/Proxy from the drop down menu. Where used in this proxy statement, our website address is included for reference only.
The information contained on our website is not incorporated by reference into this proxy statement.
If you vote by proxy, the individuals named on
the proxy card as proxy holders will vote your shares in the manner you indicate.
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2020 Proxy Statement 2
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