Who can attend the Annual Meeting?
All stockholders as of the Record Date, or their duly appointed proxies, may attend the 2020 Annual Meeting. Stockholders will
be admitted to the meeting beginning at 8:45 a.m., Central Daylight Saving Time. Seating will be limited.
What do I need to present for admission to
the Annual Meeting?
You will need to present proof of your ownership of the Companys common stock, such as a
bank or brokerage account statement, and a form of personal identification, to be admitted to the Annual Meeting. No cameras, recording equipment, large bags, briefcases or packages will be permitted at the 2020 Annual Meeting. All electronic
devices will need to be turned off during the 2020 Annual Meeting.
What is the difference between holding shares as a stockholder of record and as
a beneficial owner?
You hold shares as a stockholder of record if your shares are registered directly in your name in
our stock transfer records, which are managed by Computershare Trust Company, N.A., our transfer agent. The Company provides the proxy materials directly to you as a stockholder of record.
You hold shares as a beneficial owner if your shares are held in a stock brokerage account or by a bank or other holder of
record. This form of ownership is commonly referred to as holding shares in street name. Your broker, bank or other stockholder of record forwards the proxy materials and that stockholder of records voting instructions to you. As
the beneficial owner, you direct your broker, bank or other stockholder of record how to vote your shares by following the instructions provided.
How
do proxies work?
Our Board of Directors is asking you to appoint Jeffrey D. Ayers and Michele R. Chaffee as your proxy
holders to vote your shares at the 2020 Annual Meeting. Mr. Ayers is the Companys Senior Vice President, General Counsel and Corporate Secretary, and Ms. Chaffee is Associate General Counsel.
You may appoint these individuals by voting your shares by Internet or by toll-free telephone call, as described below. If you
receive a paper copy of the Notice of Annual Meeting and Proxy Statement, you may also vote your shares by signing, dating and returning the enclosed proxy card or voting instruction form.
Giving us your Internet or telephone vote (or signed proxy card or voting instruction form) means that you authorize
Mr. Ayers and Ms. Chaffee to vote your shares at the 2020 Annual Meeting according to the voting directions you provide through the Internet or telephone voting procedures (or on the proxy card or voting instruction form).
You may vote for or against all, some or none of our director candidates. You may also provide your (a) advisory vote for
or against approval of compensation paid by the Company to its named executive officers, commonly referred to as a Say-on-Pay proposal, and (b) vote for
or against the ratification of the selection of the Companys independent registered public accounting firm. You may also choose to abstain from voting on any of these matters.
Unless you indicate otherwise through the Internet or telephone voting procedures (or on your proxy card or voting instruction
form), you also authorize your proxy holders, to the extent permitted under securities regulations, to vote your shares on any matters not known by the Board of Directors at the time this Proxy Statement was printed and that, under our By-Laws, may be properly presented for action at the 2020 Annual Meeting.
2