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· Approve an amendment to the 2000 Employee Stock Purchase Plan to increase the number of shares of
common stock reserved for issuance under the Purchase Plan by 7,000,000 shares;
· Cast an advisory vote on the compensation of the Company's named executive officers; and
· Ratify the appointment of KPMG LLP as the Company's independent auditors for the fiscal year ending
March 31, 2014.
How do I vote my shares if I won't be able to attend the Annual Meeting in person?
You do not need to attend the Annual Meeting in person in order to vote. You may, instead, vote over the
internet, by telephone or by mail (if you have requested printed proxy materials). By doing so, you are giving a
proxy appointing Lawrence F. Probst III (the Company's Executive Chairman), Blake Jorgensen (the Company's
Chief Financial Officer), and Stephen G. Bené (the Company's Senior Vice President, General Counsel and
Corporate Secretary) or any of them, each with power of substitution, to vote your shares at the meeting as you
have instructed. If a proposal comes up for a vote at the meeting for which you have not indicated an instruction,
Mr. Probst, Mr. Jorgensen and Mr. Bené, or any one of them, will vote your shares according to their best
judgment. Even if you currently plan to attend the meeting, it is a good idea to vote on the internet, by telephone
or, if you received printed proxy materials, to complete and return your proxy card before the meeting date, in
case your plans change.
· By Internet or Telephone -- If you have internet access, you may submit your proxy online by following
the instructions provided in the Notice, or you may vote by internet or telephone by following the
instructions provided on your proxy card or voting instruction card.
· By Mail -- If you request printed proxy materials, you may submit your proxy by mail by signing your
proxy card or, for shares held in street name, by following the voting instructions included by your
broker, trustee or nominee, and mailing it in the enclosed, postage-paid envelope. If you provide specific
voting instructions, your shares will be voted as you have instructed.
What does it mean if I receive more than one Notice or proxy card?
It means that you have multiple accounts at the transfer agent or with brokers. Please complete and return all
proxy cards, or follow the instructions on each proxy card to vote by telephone or over the internet, to ensure that
all your shares are voted.
What if I change my mind after I give my proxy?
You may revoke your proxy and change your vote at any time before the polls close at the meeting. You may do
this by:
· Sending a signed statement to the Company that the proxy is revoked (you may send such a statement to
the Company's Secretary at our corporate headquarters address listed on the Notice of 2013 Annual
Meeting of Stockholders);
· Signing another proxy with a later date;
· Voting by telephone or on the internet at any time prior to 11:59 p.m. Eastern Time on July 30, 2013
(your latest vote is counted); or
· Voting in person at the meeting.
Your proxy will not be revoked if you attend the meeting but do not vote.
Who will count the votes?
A representative of Broadridge Financial Solutions will tabulate the votes and act as the inspector of election.