CAN I VOTE VIA THE INTERNET?
For beneficial stockholders with shares registered in the name of a broker, bank, trustee or other nominee, a number of brokerage firms and banks are participating in a program that offers an Internet voting option. Stockholders should refer to the voting instruction card provided by their broker, bank, trustee or other nominee for instructions on the voting methods they offer. Registered stockholders with shares registered directly in their names with Computershare will also be able to vote using the Internet. For instructions on how to vote, please refer to the instructions included on the Notice of Internet Availability.
If your shares are held in an account at a broker, bank, trustee or other nominee participating in this program or registered directly in your name with Computershare, you may vote those shares by accessing the Internet website address specified on your Notice of Internet Availability. The giving of such an Internet proxy will not affect your right to attend and to vote at the Annual Meeting should you decide to attend virtually.
The Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to give their voting instructions and to confirm that stockholders’ instructions have been recorded properly. If you vote by Internet, you do not need to send in a proxy card or vote instruction form. The deadline for Internet voting will be 11:59 p.m., Eastern Time, on May 27, 2025.
WHAT IF I RETURN MY PROXY CARD BUT DO NOT PROVIDE VOTING INSTRUCTIONS?
If you provide specific voting instructions, your shares will be voted as you instruct. Unless contrary instructions are specified, if you sign and return a proxy card but do not specify how your shares are to be voted, the shares of the common stock represented thereby will be voted in accordance with the recommendations of the board of directors. These recommendations are: “FOR” the election of each of the nominees listed in this proxy statement as Class I directors of the Company, “FOR” the ratification of Ernst Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 and “FOR” the proposal regarding the advisory vote approving the compensation paid to the Company’s named executive officers. A stockholder’s submission of a signed proxy will not affect his or her right to attend and to vote at the Annual Meeting.
HOW DO I CHANGE OR REVOKE MY PROXY?
Subject to any rules your broker, bank, trustee or other nominee may have, you may change your proxy instructions at any time before your proxy is voted at the Annual Meeting. If you are a holder of record and wish to revoke your proxy instructions, you must either (1) subsequently submit a proxy via the Internet or by telephone, which will be available until 11:59 p.m., Eastern Time, May 27, 2025; (2) sign, date and deliver a later-dated proxy card so that it is received before the Annual Meeting; (3) submit a written revocation so that it is received before 11:59 p.m., Eastern Time, May 27, 2025; or (4) send a notice of revocation via the Internet at
www.proxyvote.com before 11:59 p.m., Eastern Time, May 27, 2025
. If you hold your shares in street name, you must follow the instructions of your broker, bank or other intermediary to revoke your voting instructions.
WHO WILL COUNT AND CERTIFY THE VOTES?
Representatives of the firm of Broadridge Financial Solutions, Inc. (“Broadridge”) will count the votes and an independent Inspector of Election will certify the election results. The results will be publicly filed with the SEC on a Form 8-K within four business days after the Annual Meeting.
HOW CAN I MAKE A PROPOSAL OR MAKE A NOMINATION FOR DIRECTOR FOR NEXT YEAR’S ANNUAL MEETING?
You may present proposals for action at a future meeting or submit nominations for election of directors only if you comply with the requirements of the proxy rules established by the SEC and our amended and restated by-laws, as applicable. In order for a stockholder proposal to be considered for inclusion in our proxy statement and form of proxy relating to our annual meeting of stockholders to be held in 2026, the proposal must be received by us at our principal executive offices no later than December 17, 2025. Stockholders wishing to bring a proposal or nominate a director at the annual meeting to be held in 2026 (but not include it in our proxy materials) must provide written notice of such proposal to our Corporate Secretary at our principal executive offices between January 28, 2026 and February 27, 2026 and comply with the other provisions of our amended and restated by-laws. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at our annual meeting of stockholders to be held in 2026, must provide written notice to the Company setting forth the information required by Rule 14a-19 under the Exchange Act, unless the required information has been
