The company is required to include in its proxy materials no more than one shareholder nominee or nominees representing 25% of the company’s board of directors, whichever is greater. In addition, in the event that the company has an incumbent director who was elected as a shareholder nominee pursuant to Rule 14a-11, and such director’s term expires after the date of the meeting at which directors will be elected (this may be the case for a company with a staggered board), the company can exclude shareholder nominees from its proxy materials to the extent that the election of such nominees would result in the total number of Rule 14a-11 nominees being greater than 25% of the company’s board. Where there is a staggered board, the 25% calculation is based on the total number of board seats. In the event that the company receives shareholder nominees from multiple eligible shareholders or groups, the company must give priority to the nominating shareholder or group with the highest qualifying voting power percentage. If that shareholder does not nominate the maximum number of permitted nominees, then the nominees of the shareholder or group with the next highest qualifying voting power percentage will be included in the company’s proxy materials as well. If the company agrees to accept as a company nominee a person nominated by an eligible shareholder, such nominee “counts” toward the 25% limit.

In addition, if the company’s proxy includes a shareholder nominee, then each nominee for directorship must be voted separately and the company cannot provide shareholders with the ability to vote for a slate consisting solely of the company’s nominees.

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Be well