All stockholders may vote in person at the Annual Meeting. You may also be represented by
another person at the Annual Meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of
election with your ballot to be able to vote at the Annual Meeting.
What shares are represented by the Proxy?
The Proxy that we are delivering represents all the shares registered in your name with our transfer agent, Computershare Shareowner
Services LLC. The proxy that is delivered by your broker, bank or other nominee represents the shares held by you in an account at that institution.
How are votes counted?
If you return a signed and dated Proxy but do not
indicate how the shares are to be voted, those shares will be voted as recommended by the Board. A valid Proxy also authorizes the individuals named as proxies to vote your shares in their discretion on any other matters which, although not
described in the Proxy Statement, are properly presented for action at our Annual Meeting. If you indicate on your Proxy that you wish to “abstain” from voting on an item, your shares will not be voted on that item. Abstentions and broker
non-votes are not counted in determining the number of shares voted for or against any nominee for Director or any other proposal, but will be counted to determine whether there is a quorum present. There is no right to cumulative voting.
What Vote is Required to Approve Matters Presented at the Annual Meeting?
Our directors are elected by a plurality of the votes of shares of common stock cast at the Annual Meeting. Ratification of the selection
of Grant Thornton LLP as our independent auditors and approval of amendments to our stock option plans each require the affirmative vote of the majority of the shares of common stock cast upon the proposal at the Annual Meeting.
Generally, a broker non-vote occurs when a broker, bank or other nominee holding shares in “street name” for a beneficial owner
does not vote the shares on a proposal because the broker, bank or other nominee does not have discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. A nominee is entitled to vote
shares held for a beneficial owner on “routine” matters, such as the ratification of the selection of Grant Thornton LLP as our independent auditors, without instructions from the beneficial owner of those shares. However, absent
instructions from the beneficial owner of such shares, a nominee is not entitled to vote shares held for a beneficial owner on certain “non-routine” matters. It is our understanding that the election of our directors and the approval of
amendments to our stock option plans will be treated as non-routine matters.
If you hold your shares in street name, it is
critical that you cast your vote if you want it to count on all matters to be decided at the Annual Meeting. In the past, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of directors,
your bank, broker, or other nominee was allowed to vote those shares on your behalf in the election of directors as they felt appropriate. Recent regulatory changes were made to take away the ability of your bank, broker, or other nominee to vote
your uninstructed shares in the election of directors on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank, broker, or other nominee how to vote in the election of directors, no votes will be cast
on your behalf.
Broker non-votes are counted for purposes of determining whether or not a quorum exists for the transaction
of business. Abstentions are counted for quorum purposes, but in effect count as negative votes because they are shares represented by proxy that are not voted in the affirmative. Broker non-votes are not shares represented by proxy and are not
counted as part of the vote total and have no effect on the outcome.
The presence, in person or by proxy, of at least a
majority of the shares outstanding on the record date will constitute a quorum. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum. If a quorum is not present, the Annual Meeting will be
rescheduled for a later date.
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