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vote at the Annual Meeting is necessary to constitute a quorum to transact business. If a quorum is not present or
represented at the Annual Meeting, the stockholders entitled to vote thereat, present in person or by proxy, may
adjourn the Annual Meeting from time to time without notice or other announcement until a quorum is present or
represented.
Assuming the presence of a quorum, the affirmative vote of the holders of a plurality of the shares of
Common Stock voting at the Annual Meeting is required for the election of directors (Proposal 1). However,
pursuant to the Company's Corporate Governance Guidelines, in an uncontested election of directors, any
nominee for director who has a greater number of votes "withheld" from his or her election than votes "for" such
election (a "Majority Withheld Vote") is required to promptly tender his or her resignation following certification
of the stockholder vote. The Nominating and Corporate Governance Committee will recommend to the Board of
Directors whether to accept such resignation; however, if each member of the Nominating and Corporate
Governance Committee received a Majority Withheld Vote at the same election, then the independent directors
who did not receive a Majority Withheld Vote shall appoint a committee among themselves and recommend to
the Board of Directors whether to accept such resignations. The Board of Directors will act upon such
recommendation(s) within 90 days following certification of the stockholder vote.
Assuming the presence of a quorum, the affirmative vote of the holders of a majority of the shares of
Common Stock present, in person or by proxy, and entitled to vote on Proposals 2, 3 and 4 is required to approve
the compensation of the Company's named executive officers, ratify the appointment of Deloitte & Touche LLP
as the Company's independent registered public accounting firm and approve the stockholder proposal. An
automated system administered by Broadridge Financial Solutions, Inc. tabulates the votes. Abstentions and
broker non-votes are each included in the determination of the number of shares present for determining a
quorum. Each proposal is tabulated separately. Abstentions will have the effect of a vote against Proposals 2, 3
and 4. Abstentions will have no effect with respect to Proposal 1. Broker non-votes will have no effect with
respect to Proposals 1, 2 and 4 and are inapplicable to Proposal 3.
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