Votes cast by proxy or in person at the meeting
will be tabulated by the Inspector of Election from Computershare Trust Company, N.A
9.
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Q: Could other matters be voted on at the meeting?
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A: We do not know of any other business that will be
presented at the 2020 annual meeting. If any other matters properly come before the meeting that are not specifically set forth on the proxy card and in this Proxy Statement, such matters shall be decided by a majority of the votes cast at the
annual meeting, unless otherwise provided in our Third Restated Certificate of Incorporation (Certificate of Incorporation), Amended and Restated By-Laws
(By-Laws), the Delaware General Corporation Law or the rules and regulations of the New York Stock Exchange. None of the members of our Board have informed us in writing that they intend to oppose
any action intended to be taken by us.
10.
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Q: What happens if a stockholder does not specify a choice for a matter when returning a signed
proxy?
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A: If the enclosed
form of proxy card is signed and returned, it will be voted as specified in the proxy, or, if no vote is specified, it will be voted FOR all nominees presented in Proposal 1, FOR the proposal set forth in
Proposal 2, and FOR the proposal set forth in Proposal 3.
11.
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Q: Can I revoke my proxy?
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A: At any time before the annual meeting, you may revoke
your proxy by timely delivery of written notice to our Corporate Secretary, by timely delivery of a properly executed, later-dated proxy (including an Internet or telephone vote), or by voting via ballot at the annual meeting. Voting in advance of
the annual meeting will not limit your right to vote at the annual meeting if you decide to attend in person.
12.
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Q: How do I obtain an admission ticket to personally attend the annual meeting?
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A: If you are a
stockholder of record, your admission ticket is attached to your proxy card. You will need to bring it with you to the meeting.
If
your shares are held in street name, you will need to ask your broker or bank for an admission ticket in the form of a legal proxy and you will need to bring the legal proxy with you to the meeting. If you do not receive the legal proxy in
time, bring your most recent brokerage statement with you to the meeting. We can use that to verify your ownership of Common Stock and admit you to the meeting; however, you will not be able to vote your shares at the meeting without a legal proxy.
Please note that if you own shares in street name and you are issued a legal proxy, any previously executed proxy will be revoked and your vote will not be counted unless you appear at the meeting and vote in person.
Please note that whether you are a stockholder of record or street name holder, you will also need to bring a government-issued photo identification card
to gain admission to the annual meeting.
13.
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Q: Who pays the cost of this proxy solicitation?
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A: The proxy accompanying this Proxy Statement is being
solicited by our Board of Directors. We will bear the entire cost of this solicitation, including the preparation, assembly, printing, and mailing of this Proxy Statement, the proxy, and any additional information furnished to our stockholders. In
addition to using the mail, proxies may be solicited by directors, executive officers, and other employees of the Corporation, in person or by telephone. No additional compensation will be paid to our directors, executive officers, or other
employees for these services. We will also request banks, brokers, and other stockholders of record to forward proxy materials, at our expense, to the beneficial owners of our Common Stock. We have retained Alliance Advisors, LLC to assist us
with the solicitation of proxies for an estimated fee of approximately $7,500, plus normal expenses not expected to exceed $5,000.
14.
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Q: What is householding and how does it affect me as a stockholder?
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A: To reduce the expenses
of delivering duplicate proxy materials, we may take advantage of the SECs householding rules that permit us to deliver only one set of proxy materials to stockholders who share an
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