SHAREHOLDERS VOTING RIGHTS
Only holders of record of shares of our Common Stock, no par value, at the close of business on April 18, 2013, (the Record
Date) will be entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, there were 28,160,833 shares of Common Stock issued and outstanding, with one vote per share, held by 99 shareholders of record. We estimate that
there were approximately 18,700 beneficial shareholders.
With respect to the election of directors, assuming a quorum is
present, the ten candidates receiving the highest number of votes are elected. See Nomination and Election of Directors. In December 2011, our Board of Directors adopted a majority voting policy which provides for majority voting for
directors in uncontested elections. Since the number of nominees properly nominated for the 2013 Annual Meeting is the same as the number of directors to be elected, the election of directors at the 2013 Annual Meeting is considered an uncontested
election. Under our majority voting policy, which is part of our Corporate Governance Guidelines, a director nominee must receive more For votes than Withhold votes. Abstentions will have no effect on the director election
since only For and Withhold votes with respect to a nominee will be counted. Any incumbent director nominee who receives a greater number of Withhold votes than For votes with respect to his or her
election at the 2013 Annual Meeting shall tender his or her resignation within 15 days of the final vote. Our Board, within ninety (90) days of receiving the certified voting results pertaining to the election, will decide whether to accept the
resignation of any unsuccessful incumbent, or whether other action should be taken, through a process managed by the Governance and Nominating Committee. In reaching its decision, the Board may consider any factors it deems relevant, including the
directors qualifications, the directors past and expected future contributions to our Company, the overall composition of the Board, and whether accepting the tendered resignation would cause us to fail to meet any applicable rule or
regulation, including NASDAQ listing standards. The Board promptly will disclose the decision whether to accept the directors resignation offer (and the reasons for rejecting the resignation, if applicable) in a document filed with the
Securities and Exchange Commission.
To approve, on a non-binding and advisory basis, compensation of named executive
officers, and to ratify the appointment of Ernst & Young LLP, assuming a quorum is present, the affirmative vote of shareholders holding a majority of the voting power represented and voting at the Annual Meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum) is required. A quorum is the presence in person or by proxy of shares representing a majority of the voting power of our Common Stock.