Vote Required and Board Recommendation
The effectiveness of this proposal requires the favorable vote of a majority of the holders of Class A Common Stock present or represented
at the Meeting. Each Class A Common Stock Proxy executed and returned by a Class A Shareholder will be voted for Proposal 4, unless otherwise indicated on such Proxy. For this purpose, abstentions have the effect of a negative vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RE-APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE
COMPANYS 2012 INCENTIVE COMPENSATION PLAN PURSUANT TO SECTION 162(M) OF THE INTERNAL REVENUE CODE.