Who is soliciting the proxies?
The Board is soliciting the proxies for the Special Meeting.
Who pays the costs of the proxy solicitation?
The Company will pay all of the costs of soliciting proxies. In addition to these proxy materials, our officers, directors, employees and other
stockholders of the Company may solicit proxies personally, by telephone, or by other means of communication without receiving additional compensation. The Company, if requested, will also pay brokers and other fiduciaries that hold shares of Common
Stock for beneficial owners for their reasonable out-of-pocket expenses of forwarding these materials to stockholders.
What does it mean if I receive more than one proxy card?
If you receive more than one proxy card, your shares may be registered in more than one name or in different accounts. Please follow the voting
instructions with respect to each proxy card to ensure that all of your shares are voted.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the Special Meeting. If you are a stockholder of record, you may revoke
your proxy at any time before it is voted at the Special Meeting by: (a) delivering a proxy revocation or another duly executed proxy bearing a later date to the Secretary of the Company at 433 Lakeside Drive, Sunnyvale, CA 94085, (b) granting
another proxy by telephone or through the Internet, (c) submitting another properly completed proxy card with a later date or (d) attending the Special Meeting and voting electronically. Attendance at the Special Meeting will not, by
itself, revoke your proxy unless you actually vote electronically at the Special Meeting.
Your most current proxy, whether submitted by
proxy card, telephone or Internet, is the one that is counted.
For shares you beneficially hold in street name, you may change your vote
by submitting new voting instructions to your broker or other nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker or other nominee giving you the right to vote your shares, by attending the
Special Meeting and voting electronically.
How are the votes counted?
The Companys Bylaws (the Bylaws) provide that a majority of all of our outstanding shares of stock entitled to vote
whether present in person, or by remote communication or represented by proxy constitutes a quorum for the transaction of business at the Special Meeting. Votes for and against, abstentions, and broker non-votes will be counted for purposes of determining the presence or absence of a quorum.
Votes
will be counted by the inspector of election appointed for the Special Meeting, who will separately count, with respect to the proposal, For votes, Against votes, and abstentions. Abstentions will be counted towards the vote
total, and will have the same effect as Against votes. Broker non-votes are not expected for the sole proposal being voted upon at the Special Meeting. However, broker non-votes have no effect and will not be counted towards the vote total for the proposal.
What are broker non-votes?
Broker non-votes occur when a beneficial
owner of shares held in street name does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed non-routine. Generally, if
5