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Proposal 3
To approve, on an advisory basis, the compensation of the named executive officers | | |
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As required by Section 14A of the Exchange Act, we provide our stockholders the opportunity to vote, on an advisory (non-binding) basis, on the compensation of our named executive officers as disclosed in this Proxy Statement.
We encourage stockholders to read the “Compensation Discussion and Analysis” section in this Proxy Statement, which describes how our executive compensation programs are designed to motivate our executive officers to enhance stockholder value, provide a fair reward for this effort and stimulate our executive officers’ professional and personal growth. The Company seeks to provide near-term and long-term financial incentives that align the executive officers’ interest with those of the stockholders and focus executive officer behavior on the achievement of near-term corporate goals, as well as long-term business objectives and strategies. We believe that this alignment between executive compensation and stockholder interests has driven corporate performance over time.
Accordingly, the Board is asking our stockholders to approve the following non-binding, advisory resolution at the Annual Meeting:
“RESOLVED, that the stockholders of the Company APPROVE, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis, compensation tables and narrative discussion.”
As an advisory vote, the results of this vote will not be binding on the Board or the Company. However, the Board and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future decisions on the compensation of our named executive officers and the Company’s executive compensation principles, policies, and procedures.
As advised by our stockholders at the 2019 Annual Meeting of Stockholders and approved by our Board, the say-on-pay vote has been held annually. At this year’s Annual Meeting, our stockholders will again have the opportunity to approve, on an advisory basis, the preferred frequency of future say-on-pay votes (see Proposal 4). Assuming the Company’s stockholders approve the option recommended by the Board with respect to Proposal 4, we expect that the next say-on-pay vote will take place at the 2026 Annual Meeting of Stockholders.
Required Vote
Approval of this proposal and the adoption of this say-on-pay resolution requires the affirmative vote of a majority of votes cast. Abstentions and broker non-votes will not be treated as votes cast for or against the proposal, and therefore will have no effect on the outcome of the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.
