EXECUTIVE OFFICERS 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. 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. 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. voting "FOR" the following resolution at the Annual Meeting: 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." 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. person or by proxy and voting for or against the proposal. |