VOTING; REVOCABILITY OF PROXIES
Information contained in this Supplement relates to Proposal 4 that will be presented to stockholders at the Annual Meeting. Information
regarding Proposals 1, 2 and 3 that will be presented to stockholders at the Annual Meeting can be found in the Proxy Statement as originally filed with the SEC on May 15, 2019, and which was previously made available to you or mailed to you,
if you requested a hard copy.
Please note that if you have already voted your shares by one of the methods described in the Proxy
Statement, we strongly encourage you to read this Supplement and to also vote on Proposal 4.
If you sign and return the revised proxy card, it will revoke and replace any previous proxy you have submitted. If you do not sign and return the
revised proxy card, your previous proxy will remain in effect, but it will not include any vote on the Say on Pay Frequency Proposal. In order to vote on the Say on Pay Frequency Proposal, you must submit a vote on Proposal 4 and sign and return the
revised proxy card, or attend the Annual Meeting and vote in person.
Effect of Abstentions and Broker
Non-Votes.
Shares of common stock present at the Annual Meeting but that abstain from voting on
Proposal 4 are not treated as votes cast. Therefore, such abstention will have no effect on the outcome of the vote on Proposal 4. These abstentions, however, are counted towards establishing a quorum for the Annual Meeting. Broker
non-votes
(shares held by brokers, banks and other intermediaries that do not have discretionary authority to vote on any of the proposals on a matter and have not received voting instructions from their customers)
will have no effect on the outcome of the vote, although they are counted towards establishing a quorum for the Annual Meeting. If your shares are registered in the name of a bank or brokerage firm and do not provide specific voting instructions to
your bank, broker or other intermediary, the organization that holds your shares will not be authorized to vote on Proposal 4 or the other proposals, except for Proposal
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the ratification of BDO USA, LLP as
our independent auditor. If your shares are registered with the broker, bank or nominee firm, they may provide you with instructions on how to vote. Follow the instructions to access our proxy materials and vote by Internet or to request a paper or
email copy of our proxy materials, including the Supplement. If you receive these materials in paper form, the materials include a voting instruction card so that you can instruct your broker or nominee how to vote your shares. Please check your
voting instruction card or contact your broker or other nominee to determine whether you will be able to deliver your voting instructions by Internet or telephone.
Revocation of Proxies/Voting of Shares
Any stockholder giving a proxy may revoke it at any time before the votes are counted at the Annual Meeting by submission of a later dated
proxy or subsequent Internet or telephonic proxy. Stockholders entitled to vote at the Annual Meeting who attend the Annual Meeting may revoke any proxy previously granted and vote in person at the Annual Meeting by written ballot. Unless so
revoked, the shares represented by such proxies or voting instructions will be voted at the Annual Meeting and all adjournments or postponements of the Annual Meeting. Proxies solicited on behalf of the Board will be voted in accordance with the
directions given.
If you have previously submitted voting instructions with respect to Proposals 1, 2 and/or 3, (i) submitting the
enclosed proxy card with voting instructions that differ will serve to revoke those prior voting instructions in favor of the more recent instructions, (ii) submitting the enclosed proxy card with no voting instructions with respect to
Proposals 1, 2 and 3 will result in the shares being voted on those matters as provided in the paragraph directly below and (iii) submitting the enclosed proxy card with voting instructions consistent with prior instructions received will have
no impact on those prior instructions.
For stockholders of record, all shares represented by the proxies mailed to stockholders will be
voted at the Annual Meeting in accordance with instructions given by the stockholders. Where proxies are returned without instructions, the shares will be voted: (1)
“FOR”
the election of each of the director nominees as a
director of the Company; (2)
“FOR”
the approval, on a
non-binding
advisory basis, of the compensation of the Company’s Named Executive Officers;
(3)
“FOR”
the ratification of BDO USA, LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019; (4)
“FOR”
a frequency of every year for future
non-binding,
advisory stockholder votes on the compensation paid to our Named Executive Officers (except that shares will not be voted where the last proxy card received by the Company did not include this
proposal);
and (5) in the discretion of the proxy holders upon such other business as may properly come before the Annual Meeting.
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