2018 Annual Proxy Guide

©2018 Mediant Communications Inc. Proprietary & Confidential Information. All Rights Reserved. 27 2018 Proxy Guide Glossary of Terms Notice and Access (NAA) – Pursuant to the SEC's proxy rules, a company may, but is not required to, furnish proxy materials to shareholders through a "notice and access" model. A company choosing this model must post its proxy materials on an Internet Website and send a Notice of Internet Availability of Proxy Materials at least 40 days before the meeting date. Objecting Beneficial Owner (OBO) – An Objecting Beneficial Owner is a security holder who does not give permission to a financial intermediary to release the owner's name and address to a public company that he or she has invested in for the purpose of receiving proxy mailings and shareholder communications. Omnibus Proxy – An omnibus proxy is issued by security depositories or bank custodians, as the shareholders of record, which provides a list of the participating financial institutions and their holdings and authorizes the participants to vote their proxies directly. Over-voting – Over-voting occurs when there are more votes cast with respect to a block of shares held by a financial intermediary than the number of shares held. Proposals for Meeting – Issues covered in a proxy statement (i.e., election of board of directors, information on directors’ salaries, option plans for directors, and any declarations made by company management). Proportional Voting – Under proportional voting, a broker exercises its authority to vote any uninstructed shares of beneficial owners in the same proportion as instructed shares, with no minimum amount of instructed shares required. Proxy – An agent legally authorized to act on behalf of another party. Shareholders not attending a company's annual meeting may choose to vote their shares by proxy by allowing someone else to cast votes on their behalf.