Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Companys Directors, officers and persons who own more than 10% of
a registered class of the Companys equity securities to file with SEC initial reports of ownership and reports of changes in ownership of Class B Stock. Based upon information furnished by these persons, we believe that all required filings
for 2016 were made in a timely manner.
PROPOSAL 2: APPROVAL OF 2016 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS
As required by Section 14A of the Securities Exchange Act of 1934 and the corresponding SEC rules, the Company is seeking an advisory,
non-binding shareholder vote from its Class A Shareholders with respect to compensation awarded to its named executive officers for 2016. On May 12, 2011, the majority of the Companys Class A Shareholders voted in favor of an
annual, non-binding shareholder advisory vote on executive compensation and, in consideration of the outcome of the frequency vote, the Board determined to hold such advisory vote each year. The Companys executive compensation program and
compensation paid to its named executive officers are described under the heading Executive Compensation in this Proxy Statement. The Compensation Committee oversees the program and compensation awarded, adopting changes to the program
and awarding compensation as appropriate to reflect the Companys circumstances and to promote the main objective of the program: to motivate talented employees in order to increase value for shareholders by facilitating long-term growth of the
Company. If you are a Class A Shareholder, you may vote for or against the following resolution, or you may abstain. The Compensation Committee will consider the outcome of the vote, along with other relevant factors, in evaluating its
executive compensation program.
Resolved, that the compensation paid to the Companys named executive officers for 2016, as
disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, narrative discussion and related material included in this Proxy
Statement, is hereby APPROVED.
THE BOARD OF DIRECTORS RECOMMENDS THAT CLASS A SHAREHOLDERS VOTE FOR THE APPROVAL OF THE FOREGOING
PROPOSAL 3: DETERMINE FREQUENCY OF SHAREHOLDER ADVISORY VOTE REGARDING COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS
As required by SEC rules, the Company is seeking an advisory, non-binding shareholder vote about how often it should present the
Class A Shareholders with the opportunity to vote on compensation awarded to its named executive officers. If you are a Class A Shareholder, you may elect to have the vote held annually, every two years or every three years, or you may
abstain. The last vote on frequency was held May 12, 2011, and under SEC rules, the Company is required to hold a vote to determine the frequency of votes at least once every six calendar years. At the last vote, Class A Shareholders voted
to hold an advisory vote on say-on-pay every year. The Company continues to believe that say-on-pay votes should be conducted every year. The Board recommends an annual vote, but the vote is advisory so the Class A Shareholders are not voting
to approve or disapprove of that recommendation. The Compensation Committee will consider the outcome of the vote, along with other relevant factors, in recommending the frequency of a vote to the Board of Directors. Class A Shareholders may
cast their advisory vote on the frequency of advisory votes on executive compensation every 1 Year, 2 Years or 3 Years, or Abstain.
THE BOARD OF DIRECTORS RECOMMENDS THAT CLASS A SHAREHOLDERS VOTE FOR AN ANNUAL SHAREHOLDER ADVISORY VOTE ON COMPENSATION AWARDED TO ITS NAMED