QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
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To approve, on a non-binding, advisory basis, the
compensation of our NEOs; and
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To approve, on a non-binding advisory basis, the frequency
of future votes on the compensation of our NEOs.
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We will also consider any other business that properly comes before
the Annual Meeting.
HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?
Our Board unanimously recommends that shareholders vote FOR each nominee for director, FOR the ratification
of the selection of E&Y as our independent registered public accounting firm, FOR the approval, on a non-binding, advisory basis, of the compensation of our NEOs, and for a frequency of
ONE YEAR for future votes to approve on a non-binding, advisory basis, the compensation of our NEOs.
WHO MAY VOTE AT THE ANNUAL MEETING OF SHAREHOLDERS?
Shareholders who owned shares of the Companys common stock, par value $0.001 per share, as of 5:00 p.m. Eastern Time on January 18, 2022
are entitled to vote at the Annual Meeting. As of the record date, there were 182,539,417 shares of our common stock issued and outstanding.
HOW MANY VOTES MUST BE PRESENT TO HOLD THE ANNUAL MEETING?
In order for us to conduct the Annual Meeting, a
quorum, consisting of a majority of the voting power of the stock outstanding and entitled to vote at the Annual Meeting, must be present in person or represented by proxy.
HOW MANY VOTES DO I HAVE?
Each share of common stock is entitled to one vote on each matter that comes before the Annual Meeting.
WHAT IS THE DIFFERENCE BETWEEN A SHAREHOLDER OF RECORD AND A BENEFICIAL OWNER OF SHARES HELD IN STREET NAME?
Shareholder of Record. If your shares are registered directly in your name with the Companys transfer agent, Computershare Trust
Company, N.A., you are considered the shareholder of record with respect to those shares, and the proxy materials were sent directly to you by the Company.
Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in
street name, and the proxy materials were forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have
the right to instruct that organization on how to vote the shares held in your account. Those instructions are contained in a vote instruction form.
WHAT IS THE PROXY CARD?
The proxy card enables you to appoint Michael R. Egeck, our CEO, and Steven M. Weddell, our Chief Financial Officer and Treasurer, as your
representatives at the Annual Meeting. By completing and returning the proxy card, you are authorizing Messrs. Egeck and Weddell to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares
will be voted whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is strongly recommended that you complete and return your proxy card before the Annual Meeting date in case your plans change. If a
proposal comes up for vote at the Annual Meeting that is not on the proxy card, the proxies will vote your shares, under your proxy, according to their best judgment.
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Proxy Statement and Annual Meeting Report 2022
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