QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
PROXY STATEMENT 2020 ANNUAL MEETING OF STOCKHOLDERS
This proxy statement contains important information for you to consider when deciding how to vote on the matters for which we are soliciting proxies. Please
read it carefully.
Who Can Vote?
Only stockholders
of record at the close of business on April 22, 2020, the record date, are entitled to vote at the Annual Meeting. On the record date, there were 42,265,341 shares of our common stock outstanding and entitled to vote. Each share of common stock
is entitled to one vote.
Stockholder of Record: Shares Registered in Your Name
If, on the record date, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then
you are a stockholder of record, and you can vote your shares at the Annual Meeting by one of the methods described below in the section entitled How Do I Vote and When is the Deadline for Voting?
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If, on the record date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner
of shares held in street name and you may vote your shares at the Annual Meeting by one of the methods described below in the section entitled How Do I Vote and When is the Deadline for Voting?
How Will I Receive Proxy Materials?
We have elected to
provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about May 1, 2020, we will begin mailing a Notice of Internet Availability of Proxy Materials, or Notice. Our proxy materials, including the Notice
of the 2020 Annual Meeting of Stockholders, this proxy statement and the accompanying proxy card or, for shares held in street name (i.e., held for your account by a broker or other nominee), a voting instruction form, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, or 2019 Annual Report, will be mailed or made available to stockholders on the Internet on or about the same date.
Why Did I Receive a Notice of Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?
Pursuant to rules adopted by the SEC, we are providing access to our proxy materials over the Internet rather than printing and mailing our proxy materials. We
believe following this process will expedite the receipt of such materials and will help lower our costs and reduce the environmental impact of our annual meeting materials. Therefore, the Notice was mailed to holders of record and beneficial owners
of our common stock starting on or about May 1, 2020. The Notice provides instructions as to how stockholders may access and review our proxy materials, including the Notice of the 2020 Annual Meeting of Stockholders, this proxy statement, the
proxy card and our 2019 Annual Report, on the website referred to in the Notice or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice also provides voting instructions. In
addition, stockholders of record may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. Please note that, while our
proxy materials are available at the website referenced in the Notice, and our Notice of the 2020 Annual Meeting of Stockholders, this proxy statement and our 2019 Annual Report are available on our website, no other information contained on either
website is incorporated by reference in or considered to be a part of this proxy statement.
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