![]() Fisher, age 70, Director since February 2012. Routine matters include the proposal to ratify the appointment of the auditors, but do not include the election of directors or the approval, in a non-binding advisory vote, of the compensation of the Company’s named executive officers. Under NYSE Rule 452, brokers have the authority to vote such shares on routine matters, but not on non-routine matters. A broker non-vote occurs when a broker or other nominee returns a proxy but does not vote on a particular proposal because the broker or nominee does not have authority to vote on that particular item and has not received voting instructions from the beneficial owner. ![]() Broker non-votes only count towards quorum if at least one proposal on the proxy is considered a routine matter under New York Stock Exchange (“NYSE”) Rule 452. Abstentions are counted as present at the meeting for purposes of determining whether a quorum exists. Participating in the virtual annual meeting does not revoke your proxy unless you also vote online at the annual meeting.Ī majority of shares of the outstanding common stock, par value $0.01 per share (“Common Stock”), present in person or by proxy, is necessary to constitute a quorum. ![]() Authorizing your proxy will not limit your right to participate in the virtual annual meeting and vote your shares online. Any stockholder returning a proxy may revoke it at any time before it has been exercised by giving written notice of such revocation to the Secretary of the Company, by filing with the Company a proxy bearing a subsequent date or by voting online at the meeting. If no direction is given, such shares will be voted for the election of the nominees for directors named in the accompanying form of proxy and in accordance with the recommendations of the Board of Directors on the other proposals listed on the proxy card and at the proxies’ discretion on any other matter that may properly come before the meeting. Shares entitled to vote and provided either via the Internet or by telephone or represented by a proxy in the accompanying form duly signed, dated and returned to the Company and not revoked, will be voted at the meeting in accordance with the directions given. The Company will plan to post appropriate questions received during the meeting and the Company’s answers to those questions on its website. Questions submitted during the meeting will be subject to standard screening criteria such as relevancy, tone and elimination of redundancy. Please consult your proxy card for additional information regarding these alternative methods. ![]() You may also vote prior to the date of the meeting by telephone by calling 1-80. Prior to the date of the annual meeting, you will be able to vote at and the proxy materials will be available at that site. Please have the control number on your proxy card available for check-in. Online check-in will begin at 8:45 a.m., Central time, and you should allow approximately 15 minutes for the online check-in procedure. ![]() You can attend the meeting online, submit questions and vote shares electronically during the annual meeting by visiting at the time of the meeting. ![]()
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