Item 3. Advisory Vote on Say-on-Pay Vote Frequency

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Item 3. Advisory Vote on Say-on-Pay Vote Frequency

Resolution

Proposal

We are asking stockholders to vote in favor of advising the company to conduct a say-on-pay vote every year, at each Annual Meeting of stockholders.

Background

  • Under Exchange Act rules, at least once every six years we must hold an advisory vote on whether to present to stockholders an advisory vote on executive compensation every year, every two years or every three years.
  • We held our first say-on-pay vote frequency advisory vote in 2011. At the 2011 Annual Meeting, the Board recommended the option of holding an annual say-on-pay vote, and 86% of the votes cast voted in favor of holding such a vote annually.
  • Our Board values continuing, constructive feedback from our stockholders on executive compensation and other important corporate governance topics. An annual vote fosters communication between our stockholders, the Board and the HRC Committee and offers a strong mechanism for stockholders to provide ongoing input on executive compensation as well as the company’s compensation practices and policies. The Board believes that an annual vote has provided, and will continue to provide, valuable feedback on executive compensation. The Board further believes that an annual vote makes the most sense for the company because the HRC Committee evaluates and determines the compensation of our named executives on an annual basis.
The Board of Directors unanimously recommends that you vote “FOR” a vote EVERY year.

Voting

Unlike the other proposals included on the proxy card, you have four choices as to how to vote on this proposal. You may cast your vote on your preferred voting frequency by choosing the option of one year, two years or three years or abstain from voting when you vote in response to this proposal. The option of one year, two years or three years that receives the greatest number of votes will be deemed to have received the recommendation of the stockholders.

Your vote on this resolution is an advisory vote. Although the Board is not required to take any action in response to the stockholder vote, the Board values our stockholders’ opinions. As in prior years, the Board intends to consider the results of the 2017 vote carefully when making future decisions regarding how often the company should conduct a stockholder advisory vote on executive compensation.

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