What is the difference between a registered stockholder and a beneficial owner or street name
holder?
If your shares are registered in your name directly with Continental Stock Transfer & Trust Company, our stock
transfer agent, you are considered a stockholder of record, or a registered stockholder, of those shares.
If your shares are held on your
behalf by a broker, bank or other nominee, you are considered the beneficial owner of those shares, and your shares are said to be held in street name. With respect to those shares, your bank, broker or other nominee is considered the
registered stockholder and should provide you with a voting instruction form for you to use in directing the bank, broker or other nominee on how to vote your shares. Please refer to the information from your bank, broker or other nominee on how to
submit your voting instructions.
What constitutes a quorum?
A quorum must be present at the Annual Meeting for any business to be conducted. The holders of a majority in voting power of the Common Stock
issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. If you sign and return your proxy card or
authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials. Broker
non-votes are counted as present for purposes of determining whether a quorum is present at the Annual Meeting.
Virtual attendance of a stockholder at the Annual Meeting constitutes presence in person for purposes of determining whether a quorum is
present at the Annual Meeting. Abstentions and broker non-votes (described below) will be included for purposes of determining whether a quorum is present at the Annual Meeting.
What if a quorum is not present at the Annual Meeting?
If a quorum is not present or represented at the scheduled time of the Annual Meeting, then (i) the chairperson of the Annual Meeting or
(ii) a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present in person or by remote communication, if applicable, or represented by proxy, may adjourn the Annual Meeting until a quorum is present or
represented.
What are abstentions and broker non-votes?
Abstentions. If you specify on your proxy card that you abstain from voting on an item, your shares will be counted as
present and entitled to vote for the purpose of establishing a quorum. Abstentions or votes withheld will not be included in the tabulation of voting results for Proposals 1, 2 or 3.
Broker Non-Votes. Generally, a broker non-vote
occurs when shares held by a broker in street name for a beneficial owner are not voted with respect to a particular proposal because (i) the broker has not received voting instructions from the stockholder who beneficially owns the
shares and (ii) the broker lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner, without voting instructions from such beneficial owner, on routine matters, such as the
ratification of the appointment of the Companys independent registered public accounting firm (Proposal 3). On the other hand, the proposal regarding the election of directors (Proposal 1) and the proposal to approve the amendment to the Plan
(Proposal 2) are each a non-routine matter and, absent voting instructions from the beneficial owner of such shares, your broker does not have discretion and is not entitled to vote shares held for a
beneficial owner on such matters. Broker non-votes will have no effect on Proposals 1, 2 or 3.
What does it
mean if I receive more than one set of proxy materials?
It means that your shares are held in more than one account at the transfer
agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy
materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope.
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