Notice and Access FAQs for Shareholders

What is Notice and Access?
In 2007, the Securities and Exchange Commission (SEC) amended its proxy rules to allow companies to provide proxy materials to shareholders through the Internet.

Instead of automatically sending shareholders a hard copy set of proxy materials by mail or e-mail (typically consisting of an annual report, proxy statement and Proxy Card or Vote Instruction Form (VIF)), companies may choose instead to mail a “Notice of Internet Availability of Proxy Materials” (the “Notice”).

Information that appears on the Notice includes the Internet website address where shareholders can access proxy materials online, instructions for requesting hard copy proxy materials by mail, telephone or email, and the option to permanently elect to receive hard-copy material for all meetings or only for the meeting specified in the Notice.

Companies that choose the Notice and Access option are required to post meeting materials on a publicly accessible Internet web site other than the SEC's EDGAR Database.

Why did I receive a Notice? Why didn’t I receive printed proxy materials?
Companies are now permitted to send a Notice instead of a full printed set of proxy materials. The Notice gives you instructions on how to view your company’s proxy materials and vote online or how to receive a full set of printed materials by mail. Sending the Notice instead of the full set of materials has several advantages. It:

  • Lowers your company’s printing costs and mailing fees — increasing shareholder value.
  • Reduces environmental impact by saving trees and reducing fossil fuel consumption.
  • Allows faster receipt of materials in an easily searchable format.

Does the Notice replace the annual report?
No. The annual report, meeting notice and proxy statement, as well as all other material, can now be accessed (at no charge) on the Internet in the location referenced on the Notice. Alternatively, copies of the materials can be obtained electronically or in hard-copy form by simply requesting them via toll-free telephone, accessing them on the Internet or sending an email. The Notice provides the details of how to do this.

How do I view the proxy materials online?
Go to www.proxyvote.com and follow the instructions to view the materials. You will need to provide the 12-digit control number printed in the box marked by the arrow located on the Notice.

Suppose I still prefer to receive a paper copy?
You can easily request a paper copy of the proxy materials at no cost. You may request a paper copy by one of three methods:

You will need to provide the 12-digit control number printed in the box marked by the arrow located on the Notice. When sending your request by email, send a blank email with the 12-digit control number in the subject line.

Can I request to receive my proxy materials by email or paper in future years?
Yes. You may request to receive your materials for all future meetings either by email or in paper form by mail. Choosing to receive future proxy materials by email notice will save the company the cost of printing and mailing documents to you and will reduce its impact on the environment. It will also give you faster access to view the proxy materials in an easily searchable format.

To request future copies by email, go to www.proxyvote.com and follow the enrollment instructions. You will need the 12-digit control number printed in the box marked by the arrow located on the Notice. To request future copies in paper form by mail, go to www.proxyvote.com and follow the instructions.

Your election to receive proxy materials by email or by mail will remain in effect until you revoke it.

What if I want to receive e-delivery of proxy materials?
The amended rule does not affect shareholders who previously chose e-delivery; their affirmative consent for e-delivery remains in effect. Also, shareholders should be aware they have the option to sign up for e-delivery, across all of their accounts, at any time. For further information, please visit www.icsdelivery.com.

How can I vote my shares?
You may vote your shares via the Internet at www.proxyvote.com. You will need to provide the 12-digit control number printed in the box marked by the arrow located on the Notice. You are encouraged to read all of the proxy materials before voting your shares as they contain important information for making an informed voting decision.

If you request to receive a paper copy of the proxy materials by mail or via e-delivery, voting instructions will be included in those materials.

You may also vote your shares in person at the company’s annual meeting. If your shares are held in the name of a bank or broker, you must request a “legal proxy” in order to vote in person at the meeting. To request a legal proxy, follow the instructions at www.proxyvote.com or request a paper copy of the materials. In addition, most companies require an attendance ticket issued by the company to attend the meeting. Please check the meeting materials for any special requirements for admission to the meeting.

Can I mark my votes on the Notice and send it back to the company or my broker?
No. The Notice is not a ballot. You cannot use it to vote your shares. If you mark your vote on the Notice and send it back to the company or your broker, your vote will not count.

Do I need to keep the Notice?
Yes. Most important, you will need the 12-digit control number contained in the Notice to view the proxy materials, request paper or email copies, and to vote your shares online or by telephone. For this reason, it is very important to retain the Notice for future reference.

Will the issuer capture my identity if I access their materials in the web?
No. Shareholder information gathered under the amended rules should be used only for the purposes of furnishing proxy materials to shareholders. An issuer or its agent must maintain the Internet web site on which the proxy materials are posted in a manner that does not infringe on the anonymity of a shareholder accessing that web site. The web site cannot require the installation of any “cookies” or other software that might collect information about the accessing person. Further, the issuer and its agents may not use any email address obtained from a shareholder for the purpose of requesting a copy of proxy materials for any purpose other than to send a copy of those materials to that shareholder. Finally, an issuer may not transfer a shareholder’s email address to other persons without the shareholder’s express consent.

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