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Q: May I propose actions for consideration at next year's annual meeting or nominate individuals to serve as
directors?
Yes. The following requirements apply to stockholder proposals and director nominations for the 2013
Annual Meeting of Stockholders. Our 2013 Annual Meeting of Stockholders is currently scheduled to be held
on November 14, 2013.
Proposals for Inclusion in Proxy Materials.
For your proposal to be considered for inclusion in the proxy
statement and form of proxy for our 2013 Annual Meeting of Stockholders, your written proposal must be
received by our Secretary at our principal executive offices no later than May 30, 2013 and must comply with
our By-laws and Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
regarding the inclusion of stockholder proposals in company-sponsored proxy materials. If we change the
date of the 2013 Annual Meeting by more than 30 days from the date of this year's Annual Meeting, your
written proposal must be received by our Secretary at our principal executive offices a reasonable time before
we begin to print and mail our proxy materials for our 2013 Annual Meeting
Nomination of Director Candidates and Proposals Not Intended for Inclusion in Proxy Materials.
If you
intend to nominate a director for election to our Board of Directors at our 2013 Annual Meeting of
Stockholders or wish to present a proposal at the 2013 Annual Meeting but do not intend for such proposal to
be included in the proxy statement for such meeting, our By-laws require that, among other things,
stockholders give written notice of the nomination or proposal to our Secretary at our principal executive
offices no earlier than the close of business on July 11, 2013 (the 120th day prior to the anniversary of our
2012 Annual Meeting) and no later than the close of business on August 10, 2013 (the 90th day prior to the
anniversary of our 2012 Annual Meeting). Notwithstanding the foregoing, in the event that we change the
date of the 2013 Annual Meeting from the currently scheduled date of November 14, 2013 to a date that is
more than 30 days before or more than 70 days after the anniversary of our 2012 Annual Meeting, written
notice by a stockholder must be given no earlier than the close of business 120 days prior to the date of the
2013 Annual Meeting and no later than the later of 90 days prior to the date of the 2013 Annual Meeting or
the close of business on the tenth day following the day on which public announcement of the 2013 Annual
Meeting is made. Stockholder proposals or nominations for director that do not meet the notice requirements
set forth above and further described in Section 2.11 of our By-laws will not be acted upon at the 2013
Annual Meeting.
Q: I share an address with another stockholder, and we received only one printed copy of the proxy materials.
How may I obtain an additional copy of the proxy materials?
We have adopted a procedure called "householding," which the Securities and Exchange Commission has
approved. Under this procedure, stockholders of record who have the same address and last name and did not
receive a Notice of Internet Availability or otherwise receive their proxy materials electronically will receive
only one copy of our proxy materials unless we receive contrary instructions from one or more of such
stockholders. Upon oral or written request, we will deliver promptly a separate copy of the proxy materials to
a stockholder at a shared address to which a single copy of proxy materials was delivered. If you are a
stockholder of record at a shared address to which we delivered a single copy of the proxy materials and you
desire to receive a separate copy of the proxy materials for the Annual Meeting or for our future meetings, or
if you are a stockholder at a shared address to which we delivered multiple copies of the proxy materials and
you desire to receive one copy in the future, please submit your request to the Householding Department of
Broadridge Financial Solutions, Inc. at 51 Mercedes Way, Edgewood, New York 11717, or at
1-800-542-1061. If you are a beneficial stockholder, please contact your bank, broker, trustee or other
nominee directly if you have questions, require additional copies of the proxy materials, wish to receive
multiple reports by revoking your consent to householding or wish to request single copies of the proxy
materials in the future.
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