How does the Board recommend that I vote?
The following are the Board’s recommendations with respect to each of the items to be
considered and voted upon at the Annual Meeting:
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Proposal No. 1 — The Board recommends a vote FOR each nominee to the Board;
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Proposal No. 2 — The Board recommends a vote FOR the non-binding advisory approval of the 2022
compensation of the Corporation’s NEOs; and
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Proposal No. 3 — The Board recommends a vote FOR the ratification of the Corporation’s independent
registered public accounting firm for the 2023 fiscal year.
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How do I vote?
If you are a “stockholder of record” on the
Record Date, you may vote by proxy without attending the Annual Meeting by:
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voting via the Internet (instructions are on the Notice of Internet Availability of Proxy Materials and the proxy card);
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voting by telephone (instructions are on the Notice of Internet Availability of Proxy Materials and the proxy card); or
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voting by mail if you receive or request paper copies of the Proxy Materials by completing the enclosed proxy card, signing, dating,
and returning it in the enclosed postage-paid envelope.
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Internet and telephone voting will be available until 11:59 p.m. Atlantic Standard Time on
May 17, 2023. Please refer to the specific instructions set forth on the Notice of Internet Availability of Proxy Materials or the proxy card for additional information on how to vote. For security reasons, our electronic voting system has been
designed to authenticate your identity as a stockholder and you will need to provide your 16-digit control number to access this system.
If you hold your shares in “street name” (i.e.,
your shares are held of record by a broker, bank, trustee, or other nominee), your broker, bank, trustee, or other nominee will provide you with materials and instructions for voting your shares, including a voting instruction form.
Can I vote my shares virtually at the Annual Meeting?
If you are a “stockholder of record” on the Record
Date, you may vote your shares virtually at the Annual Meeting. If you hold your shares in “street name,” you must obtain a valid, legal proxy from your broker, banker, trustee, or other nominee, giving you the
right to vote your shares virtually at the Annual Meeting.
What is the difference between holding shares as a stockholder of record
and as a beneficial owner, i.e. in street name?
Stockholder of Record. If your shares
are registered in your name with our transfer agent, Computershare, you are considered the stockholder of record with respect to those shares, and the Proxy Materials are being provided directly to you by the Corporation. As a stockholder of
record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote via the Internet, by telephone, or by completing, signing, dating, and returning the enclosed proxy card.
Beneficial Owner. If your shares are
held by a broker, bank, trustee, or other nominee, you are considered the beneficial owner of shares held in “street name,” and the Proxy Materials are being forwarded to you by your broker, bank,
trustee, or other nominee, who is considered the stockholder of record with respect to those shares. As a beneficial owner, you have the right to instruct your broker, bank, trustee, or other nominee on how to vote the shares held in your
account, and the broker, bank, trustee, or other nominee who holds your shares will inform you how to instruct it to vote your shares. The organization that holds your shares, however, is considered the stockholder of record for purposes of
voting at the Annual Meeting. As noted above, if you are not the stockholder of record, you may not vote your shares virtually at the Annual Meeting unless you request and obtain a
valid, legal proxy from your broker, bank, trustee, or other nominee giving you the right to vote your shares virtually at the Annual Meeting. The organization that holds your shares cannot vote your
shares without your instructions on Proposals No. 1 and No. 2, so it is important that you instruct your broker, bank, trustee, or other nominee how to vote your shares.
Who will bear the costs of soliciting proxies for the Annual Meeting?
We will bear the costs of soliciting proxies for the Annual Meeting. In addition to
solicitation by mail, proxies may be solicited personally, by telephone or otherwise. Our directors, officers and employees may also solicit proxies but will not receive any additional compensation for their services. Proxies and the Proxy
Materials will also be distributed at our expense by brokers, nominees, custodians, and other similar parties.
