DFS Proxy Statement

Questions and Answers About How to Vote Your Proxy Remember that attendance at the meeting will be limited to stockholders as of the record date with an admission ticket or evidence of their share ownership and guests of the Company. Q. Can I revoke my proxy or change my vote after I have voted? A. If your shares are registered in your name, you may revoke your proxy at any time before it is exercised. There are several ways you can do this: • By delivering a written notice of revocation to the Secretary of the Company; • By executing and delivering another proxy that bears a later date; • By voting by telephone at a later time; • By voting over the Internet at a later time; or • By voting in person at the meeting. If your shares are held in street name, you must contact your broker to revoke your proxy. Q. How are votes counted? A. In tallying the results of the voting, the Company will count all properly executed and unrevoked proxies that have been received in time for the 2017 Annual Meeting. To hold a meeting of stockholders, a quorum of the shares (which is a majority of the shares outstanding and entitled to vote) is required to be represented either in person or by proxy at the meeting. Abstentions and broker non-votes are counted in determining whether a quorum is present for the meeting. Q. What are my options when voting for directors (Proposal 1)? A. When voting to elect directors, you have three options: • Vote FOR a nominee; • Vote AGAINST a nominee; or • ABSTAIN from voting on a nominee. In the election of directors, each nominee will be elected by the vote of the majority of votes cast. A majority of votes cast means that the number of votes cast “FOR” a nominee’s election must exceed the number of shares voted “AGAINST” such nominee. Each nominee receiving a majority of votes cast “FOR” his or her election will be elected. If you elect to “ABSTAIN” with respect to a nominee for director, the abstention will not impact the election of such nominee. Election of directors is considered a non-routine matter. Accordingly, broker non-votes will not count as a vote “FOR” or “AGAINST” a nominee’s election and will not impact the election of such nominee. In tabulating the voting results for the election of directors, only “FOR” and “AGAINST” votes are counted. Q. What are my options when voting on the advisory proposal to determine the frequency of the Say-on-Pay advisory vote (Proposal 3)? A. When voting on Proposal 3, you have four options:x: • Vote for ONE YEAR; • Vote for TWO YEARS; • Vote for THREE YEARS; or • ABSTAIN from voting on the proposal. The option of one year, two years or three years that receives the highest number of votes cast by stockholders will be considered by the Board as the stockholders’ recommendation as to the frequency of future Say-on-Pay votes. Abstentions and broker non-votes will have no impact on the outcome of this proposal. 2017 Proxy Statement 11