If a quorum does not attend or is not represented, the Annual Meeting will have to be
postponed.
9. How many votes are required for each question to pass?
Directors are elected by the vote of the majority of the votes cast in uncontested
elections. All other questions are determined by a majority of the votes cast on the question, except as otherwise provided by law or by the Certificate of Incorporation.
10. What is the effect of abstentions and broker non-votes?
Under New York Stock Exchange Rules, the proposal to ratify the appointment of
independent auditors is considered a “discretionary” item. This means that brokerage firms may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions at least 10 days before the date of the
meeting. In contrast, the election of directors, the advisory vote to approve 2022 executive compensation, and the advisory vote on future advisory executive compensation votes are “non-discretionary” items. This means brokerage firms that have
not received voting instructions from their clients on these proposals may not vote on them. These so-called “broker non-votes” will be included in the calculation of the number of votes considered to be present at the meeting for purposes of
determining a quorum, but will not be considered in determining the number of votes necessary for approval and will have no effect on the outcome of the election of directors, the advisory vote to approve 2022 executive compensation or the
advisory vote on the frequency of future advisory executive compensation votes. Similarly, abstentions will be included in the calculation of the number of votes considered to be present for purposes of determining a quorum, but will have no
effect on the outcome of the election of directors, the ratification of the appointment of our independent auditor, the advisory vote to approve 2022 named executive officer compensation, or the advisory vote on the frequency of future advisory
executive compensation votes.
11. Who will count the votes?
A representative from Broadridge Financial Solutions, Inc. will serve as inspector of
election.
12. Who are the Company’s largest shareholders?
BlackRock Inc. owns 16.6%; Vanguard Group Inc. owns 11.4%; Dimensional Fund Advisors LP
owns 7.0%; Macquarie Group Limited, Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust together own 5.8%; and Franklin Mutual Advisers, LLC owns 5.2%. The percentages of ownership were calculated based on our
32,542,845 outstanding shares as of March 21, 2023. No other person owned of record, or, to our knowledge, owned beneficially, more than 5% of the Company’s common stock.
13. How can I cast my vote?
You can vote by proxy over the internet by following the instructions provided in the
Notice, or, if you requested to receive printed proxy materials, you can also vote by mail pursuant to the instructions provided on the proxy card. If you hold shares beneficially in street name, you may also vote by proxy over the internet by
following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by mail by following the voting instruction card provided to you by your broker, bank, trustee or nominee.
If you are an employee who participates in the Company’s Savings and Investment Plan (the
Company’s 401(k) plan), to vote your shares in the Plan you must provide the trustee of the Plan with your voting instructions in advance of the meeting. You may do so by proxy over the internet by following the instructions provided in the
Notice, or, if you requested to receive printed proxy materials, you can also vote by mail by following the voting instructions provided in the proxy card. You cannot vote your shares via the virtual Annual Meeting platform; the trustee is the
only one who can vote your shares at the Annual Meeting. The trustee will vote your shares as you instruct. If the trustee does not receive your instructions, your shares generally will be voted by the trustee in proportion to the way the other
Plan participants voted. To allow sufficient time for voting by the trustee, your voting instructions must be received by 11:59 p.m., Eastern Time, on May 14, 2023.
14. What if I submit a proxy but don’t mark it to show my
preferences?
If you return a properly signed proxy without marking it, it will be voted in accordance
with the Board of Directors’ recommendations on all proposals.
