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ABOUT THE MEETING: QUESTIONS & ANSWERS
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Proposal 2 (Ratification of Appointment of Deloitte & Touche LLP (Deloitte))
is the only proposal that is considered routine under the NYSE rules. Accordingly, no broker non-votes will arise in the context of voting for the ratification of the appointment of Deloitte as our
independent registered public accounting firm for our year ending December 31, 2021, and the broker is permitted to vote your shares on such ratification even if the broker does not receive voting instructions from you.
However, broker non-votes may arise in the context of Proposals 1 and 3 (Election of Directors and Advisory Vote on Executive
Compensation, respectively) because such proposals are considered non-routine matters under the NYSE rules. Consequently, if you do not give your broker specific voting instructions, your broker will not be
able to vote on either of these proposals on your behalf.
HOW ARE THE PROXY CARD VOTES COUNTED?
If the accompanying Proxy Card is properly completed, signed and returned to us, and not subsequently revoked, it will be voted as directed by you. If the Proxy Card is
submitted, but voting instructions are not provided, the proxy will be voted (i) FOR each of the director nominees, (ii) FOR the ratification of the appointment of Deloitte as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2021, (iii) FOR approval, on a non-binding, advisory basis, of the compensation of the Companys named
executive officers, and (iv) as recommended by our Board of Directors with regard to any other matters that may properly come before the Annual Meeting, or, if no such recommendation is given, in the discretion of the proxy holders.
MAY I CHANGE MY VOTE AFTER I SUBMIT MY PROXY CARD?
Yes. You may revoke a
previously granted proxy at any time before it is exercised by any of the following actions:
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notifying our Secretary in writing that you would like to revoke your proxy;
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completing a Proxy Card on the Internet, by telephone or by mail with a later date at or before our Annual Meeting; or
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attending our Annual Meeting (virtually) and following the instructions available on the meeting website during the meeting.
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If your shares of common stock are held on your behalf by a broker, bank or other nominee, you must contact them to receive instructions as to how
you may revoke your proxy voting instructions.
WHO PAYS THE COSTS OF SOLICITING PROXIES?
We will pay the cost of solicitation of proxies. In addition to the solicitation of proxies through the Internet or by mail, our directors, officers and employees may
also solicit proxies in person, by telephone, electronically, by mail or other means, but they will not be specifically compensated for these services. We will also request persons, firms and corporations holding shares in their names or in the
names of their nominees, which are beneficially owned by others, to send proxy materials to, and obtain proxies from, such beneficial owners.
We may retain the
services of a proxy solicitation firm if, in the Boards view, it is deemed necessary or advisable. Although we do not currently expect to retain such a firm, we estimate that the fees of such firm could be up to $15,000, plus out-of-pocket expenses, all of which would be paid by us.
WHAT SHOULD I DO IF I RECEIVED
MORE THAN ONE NOTICE OF AVAILABILITY?
There are circumstances under which you may receive more than one Notice of Availability. For example, if you hold your
shares in more than one brokerage account, you may receive a separate voting instruction card for each such brokerage account. In addition, if you are a stockholder of record and your shares are registered in more than one name, you will receive
more than one Notice of Availability. Please authorize your proxy in accordance with the instructions of each Notice of Availability separately, since each one represents different shares that you own.
You should rely only on the information provided in this Proxy Statement. No person is authorized to give any information or to make any representation not contained
in this Proxy Statement and, if given or made, you should not rely on that information or representation as having been authorized by us. You should not assume that the information in this Proxy Statement is accurate as of any date other than the
date of this Proxy Statement or, where information relates to another date set forth in this Proxy Statement, then as of that date.
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