SEC Document


Table of Contents

PROPOSAL THREE

 

 

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

The Dodd-Frank Act also contains a provision enabling our stockholders to indicate how frequently we should have a “Say on Pay” vote. This “frequency” vote is required to be held at least once every six years. We last held a frequency vote at our Annual Meeting of Stockholders in 2011. At that meeting, our stockholders voted in favor of holding annual advisory votes on the compensation of the named executive officers, and we have held annual votes each year since 2011.

After careful consideration, the Board of Directors believes we should continue to hold annual advisory votes on the compensation of the named executive officers. In reaching its recommendation, the Board of Directors believes that an annual vote will continue to allow our stockholders to provide us with timely input on our executive compensation philosophy, policies and programs.

Although this vote is advisory and not binding, the Board of Directors and the Company highly value the opinions of our stockholders, and will consider the outcome of this vote when determining the frequency of future “Say on Pay” votes.

The option of every three, two, or one years that receives the most votes cast by stockholders will be considered the advisory vote of the stockholders.

Our Board of Directors unanimously recommends you vote for “EVERY YEAR” on Proposal 3 relating to the frequency of future advisory votes on executive compensation.

 

 

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