this matter is routine and brokers may vote as stated above, the number of votes cast, plus the number
of abstentions, on Proposal 2 will be used to establish whether a quorum is present.
The advisory vote on the approval of executive compensation (Proposal 3) and any other matters
that may properly come before the Annual Meeting are also non-routine matters under the applicable
rules so broker non-votes may occur. Because broker non-votes do not count as shares entitled to vote,
they do not affect the outcome of the vote on Proposal 3.
Abstentions will be counted for purposes of calculating whether a quorum is present. The effect of
an abstention on each proposal where ‘‘ABSTAIN’’ is a voting choice is discussed above.
Executed but Unmarked Proxies
If no instructions are given, shares represented by properly executed but unmarked proxies will be
voted in accordance with the recommendation of the Board, or, in the absence of such a recommendation,
in accordance with the judgment of the proxy holders.