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2013, unless you are voting shares held in our 401(k) Plan in which case the deadline is 11:59 p.m. Eastern
time on November 11, 2013.
Q: How will my shares be voted if I do not provide specific voting instructions in the proxy or voting
instruction form I submit?
If you submit a proxy or voting instruction form but do not indicate your specific voting instructions on one
or more of the proposals listed above in the notice of the meeting, your shares will be voted as recommended
by the Board of Directors on those proposals and as the proxyholders may determine in their discretion with
respect to any other matters properly presented for a vote at the Annual Meeting.
Q: How many shares must be present or represented to conduct business at the Annual Meeting?
The holders of a majority of our shares of common stock outstanding on the record date and entitled to vote
at the Annual Meeting, present in person or represented by proxy, will constitute a quorum for the transaction
of business at the Annual Meeting and any adjournments or postponements thereof. If you submit a proxy or
voting instructions, your shares will be counted for purposes of determining the presence or absence of a
quorum, even if you abstain from voting your shares. If a broker indicates on a proxy that it lacks
discretionary authority to vote your shares on a particular matter, commonly referred to as "broker non-
votes," those shares will also be counted for purposes of determining the presence of a quorum at the Annual
Meeting. If a quorum is not present, the Annual Meeting will be adjourned until a quorum is obtained.
Q: What happens if additional matters are presented at the Annual Meeting?
Our Board of Directors does not know of any other matters to be presented for action at the Annual Meeting.
Should any other matters come before the Annual Meeting or any adjournments or postponements thereof,
the proxyholders will have the discretionary authority to vote all proxies received with respect to such
matters in accordance with their judgment.
Q: What vote is required to approve each of the proposals?
Each share of our common stock outstanding on the record date is entitled to one vote on each of the twelve
director nominees and one vote on each other matter that may be presented for consideration and action by
the stockholders at the Annual Meeting.
For purposes of Proposal 1 (election of directors), you may vote FOR, AGAINST or ABSTAIN with respect
to each director nominee. Each director nominee receiving the affirmative approval of a majority of the votes
cast with respect to his or her election (that is, the number of shares voted "for" the director exceeds the
number of votes cast "against" that director) will be elected as a director.
For purposes of Proposal 2 (advisory vote on executive compensation) and Proposal 3 (ratification of the
appointment of KPMG LLP as our independent registered public accounting firm), you may vote FOR,
AGAINST or ABSTAIN. Each of these proposals requires the affirmative approval of a majority of the
shares present in person or represented by proxy and entitled to vote on the proposal at the Annual Meeting.
Please be aware that Proposals 2 and 3 are advisory only and are not binding on the company. Our Board of
Directors will consider the outcome of the vote on each of these proposals in considering what action, if any,
should be taken in response to the advisory vote by stockholders.
Q: What effect do abstentions and broker non-votes have on the proposals?
For Proposal 1 (election of directors), shares voting "abstain" will be entirely excluded from the vote and will
not be counted in determining the outcome of a director's election. For Proposal 2 (advisory vote on
executive compensation) and Proposal 3 (ratification of the appointment of KPMG LLP as our independent
registered public accounting firm), we treat abstentions as shares present or represented and entitled to vote
on that proposal, so abstaining has the same effect as a vote "against" the proposal.
If you are a beneficial stockholder that holds your shares through a brokerage account and you do not submit
voting instructions to your broker, your broker may generally vote your shares in its discretion on routine
matters. However, a broker cannot vote shares held for a beneficial stockholder on non-routine matters,
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