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QUESTIONS
AND ANSWERS ABOUT THE
2019 ANNUAL MEETING
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Why am I receiving this proxy statement?
Our Board is soliciting your proxy to vote at
the Annual Meeting because you owned shares of our common stock at the close of business on April 8, 2019, the record date for the Annual Meeting and are entitled to vote at the Annual Meeting. This proxy statement, along with a proxy card or a
VIC and a copy of our 2018 Annual Report, are being mailed to our stockholders on or about April 26, 2019. This proxy statement summarizes the information you need to know to vote at the Annual Meeting. You do not need to attend the Annual
Meeting to vote your shares of our common stock.
On what matters will I be voting?
At the Annual Meeting, our stockholders will
be asked to (i) elect the seven director nominees named in the proxy statement, (ii) approve the compensation of our NEOs on an advisory basis (the
say-on-pay
proposal) and (iii) ratify the appointment of KPMG as our independent registered public accounting firm for 2019.
When and where will the Annual Meeting be held?
The meeting will be held on Thursday,
June 6, 2019 at 9:00 a.m. (Central Time) at our headquarters located at 1001 Louisiana Street, Houston, Texas, 77002. To obtain directions to our headquarters and vote in person, please contact us at
(713) 654-2200.
How many votes may I cast?
You have one vote for every share of our common stock held on the record date for the Annual Meeting.
How many shares of our common stock are eligible to be voted?
As of the record date for the Annual Meeting,
we had 155,956,600 shares of our common stock outstanding, each of which entitles the holder to one vote.
How many shares of our common stock must be present to
hold the Annual Meeting?
Our Bylaws provide that a majority of the outstanding shares of our common stock entitled to vote generally in the election of directors, represented in
person or by proxy, constitutes a quorum at a meeting of our stockholders. As of the record date, 77,978,301 shares of our common stock constitute a quorum. If you are a beneficial owner (as defined below) of shares of our common stock and you do
not instruct your broker, bank or other nominee how to vote your shares on any of the proposals, your shares will be counted as present at the Annual Meeting for purposes of determining whether a quorum exists. In addition stockholders of record who
are present at the Annual Meeting in person or by proxy will be counted as present at the Annual Meeting for purposes of determining whether a quorum exists, whether or not the holder abstains from voting on any or all of the proposals.
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