By Mail—Mark, sign, and date your proxy card and return it
in the postage-paid envelope we have provided or return it to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY
If your shares are registered directly in your own name with our
transfer agent, AST Financial (“AST”), you are considered a
“stockholder of record” with respect to those shares, and the
Notice has been sent directly to you. If you hold your shares
through a broker, bank, or other nominee, you are considered a
“beneficial owner” of those shares, holding such shares in “street
name.” If you are a beneficial owner of shares, you will receive
instructions from your broker or other nominee describing how to
instruct your broker or nominee to vote your shares. To vote online
at the Annual Meeting, beneficial owners will need to contact the
broker, trustee or nominee that holds their shares to obtain a
“legal proxy” that will permit them to vote their shares via the
Internet at the meeting.
What is the deadline for voting if I do not plan to attend
the Annual Meeting?
You may vote via the Internet or by telephone until 11:59 p.m.,
Eastern Time, on June 3, 2021, or Broadridge Investor
Communications Solutions, Inc. must receive your paper proxy card
by mail on or before June 3, 2021.
Can I change my vote after I have delivered my
A subsequent vote will change your prior vote. The last vote
received prior to the Annual Meeting will be the one counted. If
you are a stockholder of record, you may also change your vote by
voting online during the Annual Meeting. Beneficial owners wishing
to change their votes after returning voting instructions to their
broker or other nominee must contact the broker or nominee
Can I revoke a proxy?
Yes. A stockholder of record may revoke a properly executed proxy
at any time before its exercise by submitting a letter addressed
to, and received by, our Corporate Secretary, by delivering later
dated proxy instructions or by voting online during the meeting.
Beneficial owners cannot revoke their proxies at the Annual Meeting
because the registered stockholders (the broker, bank, or other
nominees) will not be present. Beneficial owners who wish to vote
online during the Annual Meeting must obtain a legal proxy from
their broker, bank, or other nominee.
Who will vote my shares at the Annual Meeting and how will
they vote my shares if I provide voting instructions and/or grant
Larry S. McWilliams, Chair of the Board, and James C. Melville,
Chair of the Board’s Nominating and Governance Committee (the
“Governance Committee”), were designated by the Board to vote all
proxies, or record an abstention, in accordance with the directions
on the proxy. If no contrary direction is given, the shares will be
voted as recommended by the Board.
Who will count the votes and how much does it cost the
We have engaged Broadridge Investor Communications Solutions, Inc.
to tabulate the proxy votes for a fee of approximately $20,000 plus
What is a quorum? Why is a quorum required?
It is important that your proxy be returned because a quorum is
required for our stockholders to conduct business at the Annual
Meeting. The presence at the meeting via the Internet or
representation by proxy of the holders of
Common Shares having a majority of the voting power represented by
all issued and outstanding Common Shares entitled to vote on the
Record Date will constitute a quorum, allowing us to conduct the
business of the meeting. Proxies received but marked as
abstentions, if any, will be included in the calculation of the