(coco) #1

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. 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, then 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.

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