PROPOSAL 3:
APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS,
OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the
Dodd-Frank Act) and Rule 14a-21 under the Exchange Act, the Company requests that our stockholders cast a
non-binding, advisory vote to approve the compensation of the Companys named executive officers identified in the section titled Executive and Director Compensation set forth below in
this proxy statement. This proposal, commonly known as a say-on-pay proposal, gives our stockholders the opportunity to express their views on our named
executive officers compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy
statement.
Accordingly, we ask our stockholders to vote FOR the following resolution at the Annual Meeting:
RESOLVED, that the Companys stockholders hereby approve, on an advisory (non-binding)
basis, the compensation of the Companys named executive officers, as disclosed in the Companys proxy statement for the 2023 annual meeting of stockholders pursuant to the compensation disclosure rules of the SEC, including the
section titled Executive Compensation, the 2022 Summary Compensation Table and the other related tables and disclosures.
We believe that our compensation programs and policies for the year ended December 31, 2022 were an effective incentive for the
achievement of the Companys goals, aligned with stockholders interest and worthy of stockholder support. Additional details concerning how we structure our compensation programs to meet the objectives of our compensation program are
provided in the section titled Executive Compensation set forth below in this proxy statement. In particular, we discuss how we design performance-based compensation programs and set compensation targets and other objectives to
maintain a close correlation between Company and individual achievement.
This vote is merely advisory and will not be binding upon the
Company, our board of directors or our Compensation Committee, nor will it create or imply any change in the duties of the Company, our board of directors or our Compensation Committee. The Compensation Committee will, however, take into account the
outcome of the vote when considering future executive compensation decisions. At our 2022 Annual Meeting of Stockholders, approximately 97.9% of the votes cast on the
say-on-pay proposal were voted FOR the proposal. The board of directors values constructive dialogue on executive compensation and other significant
governance topics with the Companys stockholders and encourages all stockholders to vote their shares on this important matter.
At
our 2020 Annual Meeting of Stockholders held on May 12, 2020, our stockholders recommended, on an advisory basis, that the stockholder vote on the compensation of our named executive officers occur every year. In light of the foregoing
recommendation, our board of directors determined to hold a say-on-pay advisory vote every year. Accordingly, our next advisory say-on-pay vote (following the non-binding advisory vote at this Annual Meeting) is expected to occur at our 2024 Annual Meeting of
Stockholders.
Required Vote
The approval, on an advisory (non-binding) basis, of the compensation of our named executive officers
will require the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively in person or represented by proxy at the Annual Meeting and entitled to vote on the matter.
The board of directors recommends a vote FOR the approval, on an advisory (non-binding)
basis, of the compensation of our named executive officers.
19