About The Meeting
(Item 3) require the affirmative vote of a majority of the votes cast (excluding abstentions) at the Annual Meeting. Because abstentions and broker
non-votes will not be included in tabulations of the votes cast for purposes of determining whether Item 2 or Item 3 has been approved, abstentions and broker non-votes
will have no effect on the outcome of those votes. Abstentions will be counted towards the quorum requirement, and broker non-votes will not be counted towards the quorum requirement.
Who will count the vote?
Corporate Election
Services, Inc. (CES) will serve as master tabulator, and First Coast Results, Inc. (First Coast), an independent third party, will act as the inspector of the elections.
Where can I find the results of the Annual Meeting?
We intend to announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K
within four (4) business days of the Annual Meeting.
Who will pay for the solicitation of proxies?
The costs and expenses of the Boards soliciting of proxies, including the preparation, assembly and mailing of this Proxy Statement, the BLUE Proxy Card, the Notice of the Annual Meeting of Stockholders and any additional information furnished to stockholders will be borne by the Company. Solicitation of proxies may
be in person, by telephone, facsimile, electronic mail or personal solicitation by our directors, officers or staff members. Other than the persons described in this Proxy Statement, no general class of employee of the Company will be employed to
solicit stockholders in connection with this proxy solicitation. However, in the course of their regular duties, our employees, officers and directors may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. None of
these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodian holding shares of the Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We will reimburse brokerage
houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the beneficial owners
of Common Stock.
We have engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies in connection with the Annual Meeting, for a service fee and
the reimbursement of customary disbursements, which are not expected to exceed $500,000 in total. MacKenzie Partners, Inc. expects that approximately 20 of its employees will assist in the solicitation.
Our total aggregate expenses, including legal fees for attorneys, accountants, public relations and other advisors, printing, advertising, postage, transportation,
litigation and other costs incidental to the solicitation, but excluding (i) costs normally expended for a solicitation for an election of directors in the absence of a proxy contest and (ii) costs represented by salaries and wages of
Company employees and officers, are expected to be approximately $[], of which $[] has been incurred as of the date of this Proxy Statement.
Who is soliciting this proxy?
Solicitation of proxies is made on behalf of the Board. The cost of soliciting proxies, including
preparing, assembling and mailing the Proxy Statement, form of BLUE Proxy Card and other soliciting materials, as well as the cost of forwarding such material to the
beneficial owners of stock, will be paid by us, except for some costs associated with individual stockholders use of the Internet or telephone, and postage. In addition to the solicitation by electronic communications and/or by mail,
directors, officers, regular employees and others may also, but without compensation other than their regular compensation, solicit proxies personally or by telephone or other means of electronic communication. We may reimburse brokers and others
holding stock in their names or in the names of nominees for their reasonable out-of-pocket expenses in sending proxy materials to principals and beneficial owners.
Proxies will be solicited on behalf of the Board by the Companys directors, director nominees, and certain executive officers and other employees of the Company. Such persons are listed in Annex A to this Proxy Statement.
Who should I call if I have questions or need assistance voting my shares?
If you have questions about the Annual Meeting, would like additional copies of this Proxy Statement or need assistance voting your shares, requests should be directed as
described below:
MacKenzie Partners, Inc.
1407
Broadway, 27th Floor
New York, NY 10018
Stockholders Call Toll Free: 800-322-2885 or 212-929-5500
Email: HEAR@mackenziepartners.com