Table of Contents
What Are the Board's Voting Recommendations?
The Board recommends you vote your shares:
- "FOR" each of the director nominees to the Board (Proposal 1);
- "FOR" the advisory resolution to approve the Company's named executive officer compensation
(Proposal 2); and
- "FOR" the ratification of the appointment of Ernst & Young LLP, independent
registered public accounting firm, as the Company's independent auditors for the year ending December 31, 2019 (Proposal 3).
How Do I Vote?
If you are a registered stockholder, you may vote your shares in advance using any of the
following voting alternatives:
By Internet You can vote over the Internet at www.proxyvote.com by following the instructions provided (you will need the
Control Number from the Notice or proxy card you receive).
By Phone You can vote by phone by calling the toll-free number indicated on your proxy card or voting instruction card (you will
need the Control Number from the Notice or proxy card you receive).
By Mail If you received your proxy materials by mail, you can vote by signing, dating and returning the accompanying proxy card.
you may vote your shares in person at the meeting.
your proxy is properly submitted, your shares will be voted as you indicate. If you do not indicate your voting preference, the appointed proxies (John W. Eaves and Robert G. Jones)
will vote your shares FOR each of the director nominees to the Board under Proposal No. 1, FOR Proposal No. 2 and FOR Proposal No. 3. If your shares are owned in joint names, all
joint owners must vote by the same method, and if joint owners vote by mail, all of the joint owners must sign the proxy card. The deadline for voting by telephone or via the Internet, is
11:59 p.m., Eastern time, on the day before the Annual Meeting.
If you are a beneficial owner of shares held in street name, follow the instructions provided by your nominee to vote your shares. In most
instances, you will be able to vote by the same methods as indicated above. You must have a legal proxy from the stockholder of record in order to vote the shares in person at the Annual Meeting.
May I Change My Vote?
You may revoke your proxy and change your vote at any time before the voting deadline for the Annual Meeting. After your initial vote, you may
vote again on a later date any time prior to the Annual Meeting via the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the voting deadline for the Annual
Meeting will be counted), by signing and returning a new proxy card or voting instruction form with a later date, or by attending the Annual Meeting and voting in person. However, your attendance at