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In accordance with the SEC's proxy rules, we are seeking an advisory, non-binding stockholder vote with respect
to the compensation of our named executive officers ("NEOs") for fiscal 2013. This vote is not intended to
address any specific item of compensation, but rather the overall compensation of our NEOs and the
compensation philosophy, policies and practices, as disclosed in this Proxy Statement.
We previously submitted advisory vote proposals in fiscal 2011 and fiscal 2012, and received majority
stockholder support for the compensation of our NEOs in each of these years. In addition, prior to and following
the 2012 Annual Meeting of Stockholders, we asked for and received feedback from our stockholders regarding
the design of our compensation programs. This feedback focused primarily on the compensation of John
Riccitiello, our former CEO. In light of this feedback, the basic principles and structure of our NEO
compensation programs did not change; however, we made several modifications to the fiscal 2013 cash and
equity incentives of Mr. Riccitiello in response to stockholder feedback. Mr. Riccitiello resigned as CEO on
March 18, 2013. These changes and the severance to be paid to Mr. Riccitiello in connection with his termination
of employment prior to the end of fiscal 2013 are described in detail below in the "Compensation Discussion and
Analysis" section of this Proxy Statement at pages 29 through 44. We encourage you to read the "Compensation
Discussion and Analysis" for additional details on our executive compensation programs and the fiscal year 2013
compensation of our NEOs.
The core principles of our compensation programs are designed to align our NEOs with the interests of our
stockholders through incentives tied to the annual financial and strategic objectives of the Company and the
creation of long-term stockholder value. We believe our compensation programs and policies for fiscal 2013
were consistent with our core compensation principles, supported by compensation governance practices and are
worthy of continued stockholder support.
Accordingly, we ask for our stockholders to indicate their support for the compensation paid to our NEOs, by
voting "FOR" the following resolution at the Annual Meeting:
"RESOLVED, that the Company's stockholders approve, on an advisory basis, the compensation of the named
executive officers for fiscal 2013, as disclosed in the Compensation Discussion and Analysis, the compensation
tables and the related narrative disclosures in this Proxy Statement."
Although the vote is advisory and non-binding, our Board of Directors and Compensation Committee value the
opinions of our stockholders and will consider the outcome of the vote, along with other relevant factors, in
evaluating the future compensation of our NEOs.
Advisory Vote and Board of Director's Recommendation
Approval of this proposal requires the affirmative vote of a majority of the voting shares present at the meeting in
person or by proxy and voting for or against the proposal.
The Board recommends a vote FOR the approval of the foregoing resolution.