ELECTION OF DIRECTORS
(Proposal Number 1)
The following information
supplements and updates the ELECTION OF DIRECTORS (Proposal Number 1) section of the Proxy Statement.
WITHDRAWAL OF NOMINEE FOR
ELECTION TO OUR BOARD OF DIRECTORS
As noted in the Current Report on Form 8-K filed by the Company on June 7,
2024, on June 6, 2024, subsequent to the filing of the Proxy Statement, Mr. Pickle was terminated as the Companys President and Chief Executive Officer.
Among other items in the Proxy Statement, we asked our stockholders to vote on the election of twelve director nominees to the Companys Board of
Directors (the Board), which included Mr. Pickle. In connection with his departure as President and Chief Executive Officer from the Company, the Board has withdrawn Mr. Pickle as a director nominee for re-election to the Board at the Annual Meeting. Any proxies submitted and votes cast with respect to the election of Mr. Pickle as director nominee will be disregarded. The Board has not nominated a substitute
director nominee for election at the Annual Meeting, and, accordingly, only 11 director nominees will be considered for election at the Annual Meeting. The Board has reduced the size of the Board to 11 directors effective upon completion of the
Annual Meeting.
The Board continues to recommend a vote FOR each of the remaining eleven nominees: Rockell N. Hankin, Martin S.J. Burvill,
Rodolpho C. Cardenuto, Gregory M. Fischer, Saar Gillai, Hong Q. Hou, Ye Jane Li, Paula LuPriore, Julie G. Ruehl, Sylvia Summers Couder and Paul V. Walsh, Jr., all of whom are current members of our Board. With the exception of Dr. Hou and
Ms. Ruehl, all of the nominees were elected to their present terms of office by the stockholders at our 2023 annual meeting of stockholders.
The
Board has appointed Dr. Hou as President and Chief Executive Officer of the Company effective as of June 6, 2024. Due to his appointment, Dr. Hou will no longer be considered an independent director. In addition, Dr. Hou ceased
to be a member of the Boards Compensation Committee, effective as of June 6, 2024. For more information on Dr. Hou, please see the aforementioned Form 8-K.
QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING
The
following information supplements and updates the Questions and Answers Regarding the Annual MeetingHow will my shares be voted on the proposals at the Annual Meeting? section of the Proxy Statement.
How will my shares be voted on the proposals at the Annual Meeting?
The proxy card or voting instruction form initially distributed with the Proxy Statement remains valid. Proxies or votes cast for Mr. Pickles
election to the Board will be disregarded.
Due to Mr. Pickles departure, he will no longer serve as a proxy holder at the Annual Meeting. Mark
Lin, our Executive Vice President and Chief Financial Officer (the Proxy Holder), was also designated by our Board to vote our shares represented by proxy at the Annual Meeting, with the power to appoint his substitute. As set forth in
the Proxy Statement, Mr. Lin will vote the shares represented by each valid and timely received proxy in accordance with the stockholders instructions, or if no instruction is given, FOR each of the director nominees named in
Proposal Number 1, FOR Proposal Number 2, FOR Proposal Number 3 and FOR Proposal Number 4. Although the Board does not know of any business to be considered at the Annual Meeting other than the items described in
this Proxy Statement, if any other business properly comes before the Annual Meeting, a stockholders properly submitted proxy gives authority to the proxy holder to vote on those matters in his or her discretion.