What happens if I request a paper copy of proxy material and return my signed proxy card but forget to indicate how I want my
shares of common stock voted?
you sign, date and return your proxy and do not mark how you want to vote, your proxy will be counted as a vote “FOR”
all of the nominees for directors, “FOR” the ratification of our independent registered public accounting firm, “FOR”
the approval of the ESPP Amendment, “FOR” approval of the reverse stock split, and “FOR” approval of authorizing
a decrease in the number of authorized shares of the Company, and in the discretion of the proxy holders for such other business
as may properly come before the meeting.
What happens if I do not instruct my broker how to vote or if I indicate I wish to “abstain” on the proxy?
you hold shares in street name through a broker or other nominee and do not vote your shares or provide voting instructions, your
broker may vote for you on “routine” proposals but not on “non-routine” proposals. Rules of the New York
Stock Exchange (“NYSE”) determine whether proposals are routine or non-routine. Therefore, if you do not vote on the
non-routine proposals or provide voting instructions, your broker will not be allowed to vote your shares on these matters. This
will result in a “broker non-vote”. Broker non-votes are not counted as shares present and entitled to vote so they
will not affect the outcome of the vote.
expect that the following proposals will be considered “routine” under applicable NYSE rules: Proposal 2 (the ratification
of Ernst & Young LLP as the Company’s independent registered public accountants), Proposal 4 (the Reverse Split Amendment),
and Proposal 5 (the Authorized Stock Amendment). Accordingly, if you do not provide voting instructions to your broker, we expect
that your broker will be permitted to vote your shares on each of these proposals. We expect that Proposal 1 and Proposal
3 will be considered “non-routine” under applicable NYSE rules. Accordingly, if you do not provide voting instructions
to your broker, we expect that your broker will not be permitted to vote your shares on each of these proposals.
you indicate that you wish to “abstain,” your vote will have the same effect as a vote against the proposal or the
election of the applicable director.
What if other matters are voted on at the Annual Meeting?
any other matters are properly presented for consideration at the Annual Meeting and you have voted your shares by Internet, telephone
or mail, the persons named as proxies in your proxy will have the discretion to vote on those matters for you. As of the date
we filed this proxy statement with the Securities and Exchange Commission, the Board of Directors did not know of any other matter
to be presented at the Annual Meeting.
What do I need to do if I plan to attend the meeting in person?
shareholders must present a form of personal identification in order to be admitted to the meeting. If your shares are held in
the name of a bank, broker or other holder of record, you also must present proof of your ownership, such as a bank or brokerage
account statement, to be admitted to the meeting.