PROPOSAL FOUR
NON-BINDING ADVISORY VOTE ON THE FREQUENCY
OF HOLDING FUTURE NON-BINDING ADVISORY VOTES ON EXECUTIVE COMPENSATION
The Dodd-Frank Act also enables our stockholders to indicate, at least once every six years, how frequently we should seek a non-binding advisory stockholder vote on the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules, such as Proposal Three. By voting on this Proposal Four, stockholders may indicate whether they would prefer a non-binding advisory stockholder vote on named executive officer compensation once every one, two, or three years. Stockholders may also abstain from voting.
After careful consideration, our Board has determined that a non-binding advisory stockholder vote on executive compensation that occurs once every two years is the most appropriate alternative for us, and therefore our Board recommends that you vote for a non-binding advisory stockholder vote on executive compensation once every two years.
In formulating its recommendation, our Board considered that given the nature of our compensation programs, a vote every two years would be sufficient for our stockholders to provide us with their input on our compensation philosophy, policies and practices. Such frequency provides regular input by stockholders, while allowing time to evaluate the effects of our compensation program on performance over a longer period.
We understand that our stockholders may have different views as to what is the best approach for us, and we look forward to hearing from our stockholders on this proposal.
It is expected that the next non-binding advisory vote on the frequency of holding future advisory stockholder votes on executive officer compensation will be held at the Company’s 2030 Annual Meeting of Stockholders.
Required Vote
The option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected by stockholders. However, because this vote is advisory and not binding on us, the compensation committee or our Board, our Board may decide that it is in the best interests of our stockholders and us to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders.
Recommendation
Our Board recommends a vote for "TWO YEARS" as the frequency with which stockholders are provided a non-binding advisory stockholder vote on executive compensation.
