Broker “non-votes” are not
counted in the tabulations of the votes cast on proposals that constitute “non-routine” or “non-discretionary”
matters because stockholders are not considered to be entitled to vote on matters as to which broker authority is withheld. Broker
non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or
nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street
name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If
the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters
that are considered to be “routine,” but not with respect to “non-routine” matters. Accordingly, banks,
brokers and other nominees have discretionary voting power only with respect to Proposals II (the ratification of the appointment
of our auditor) and IV (authorization to effect the reverse stock split), as these are the only proposals considered to be “routine”
matters. Banks, brokers and other nominees will not have discretionary voting power with respect to Proposals I (the election of
directors) and III (the non-binding advisory vote on named executive officer compensation) in the absence of specific instruction.
We encourage all beneficial owners to vote their shares because banks, brokers and other nominees cannot vote on other matters.
Proxies will be voted in accordance with
the instructions thereon. Unless otherwise stated, all shares represented by a proxy will be voted as instructed. Proxies may be
revoked as noted above.
Proposal I: Election of Directors
At the Annual Meeting, five (5) directors
will be elected to hold office for a term expiring at the next annual meeting of stockholders, which is expected to be held in
2020, or until their successors have been duly elected and qualified, or until their earlier death, resignation or removal.
At the Annual Meeting, proxies granted
by stockholders will be voted individually for the election of the persons listed below as directors of the Company, unless a proxy
specifies that it is not to be voted in favor of a nominee for director. Each of the persons named below, whether a current Board
member or a nominee for election as a director, has indicated to the Board that he or she will be available to serve on the Board,
if elected at the Annual Meeting. The Board recommends that you vote “FOR” the nominees listed below.
When reviewing candidates for our Board,
the Nominating and Governance Committee of our Board (the “Governance/Nominating Committee”) and the Board consider
the evolving strategy of the Company, its operating environment and outlook, as well as the needs of the Board to seek candidates
that fill any current or anticipated future needs. The Governance/Nominating Committee and the Board also believe that all directors
should possess the attributes described below under “Consideration of Director Nominees by the Board.” While the Governance/Nominating
Committee does not have a formal policy with respect to diversity, the Board and the Governance/Nominating Committee believe that
it is important that Board members represent diverse viewpoints in order to provide the most significant benefits to us. In considering
candidates for the Board, the Governance/Nominating Committee and the Board consider the entirety of each candidate’s credentials
in the context of these standards. With respect to the nomination of continuing directors for re-election, the individual’s
contributions to the Board are also considered. In addition to the qualities and skills of the directors that are referred to under
“Consideration of Director Nominees by the Board,” certain individual qualifications and skills of our directors that
contribute to the Board’s effectiveness as a whole and the qualities that make the individuals suitable to serve on our Board
are described in the following paragraphs.
with the Company|
|F. Peter Cuneo
||Chairman of the Board|
|Robert C. Galvin
||Director and Chief Executive Officer|
|(1)||Member of the Governance/Nominating Committee.
|(2)||Member of the Audit Committee of the Board (the “Audit
|(3)||Member of the Compensation Committee of the Board
(the “Compensation Committee”).