Proxy Access

In March 2018, we adopted a proxy access bylaw provision, enabling a stockholder, or group of no more than 20 stockholders, meeting specified eligibility requirements, to include director nominees in the company’s proxy materials for our annual meetings of stockholders. The number of director nominees submitted pursuant to these provisions may not exceed 20% of the number of directors then in office. To be eligible to utilize the proxy access provisions, a stockholder, or group of stockholders, must, among other requirements:

Additionally, all director nominees submitted through these provisions must be independent (pursuant to the requirements under the rules of the NYSE, the SEC and any publicly disclosed standards used by the Board of Directors, as well as the audit committee and compensation committee independence requirements under the NYSE rules) and meet specified additional criteria. Stockholders will not be entitled to utilize this proxy access right at an annual meeting if the company receives notice through its traditional advanced notice bylaw provisions that a stockholder intends to nominate a director at such meeting. The foregoing proxy access right is subject to additional eligibility, procedural and disclosure requirements set forth in our bylaws.