DFS Proxy Statement

Questions and Answers About How to Vote Your Proxy Q. What are my options when voting on any other proposals (Proposals 2, 4 and 5)? A. When voting on any other proposal, you have three options: • Vote FOR a given proposal; • Vote AGAINST a given proposal; or • ABSTAIN from voting on a given proposal. Each of Proposals 2, 4 and 5 requires the affirmative vote of a majority of the shares present at the meeting and entitled to vote on the proposal. If you indicate on your proxy card that you wish to “ABSTAIN” from voting on any of Proposals 2, 4 or 5, your shares will not be voted on that proposal. Abstentions are not counted in determining the number of shares voted “FOR” or “AGAINST” any proposal, but will be counted as present and entitled to vote on the proposal. Accordingly, an abstention will have the effect of a vote against the proposal. Broker non-votes are not counted in determining the number of shares voted for or against any proposal and will not be counted as present and entitled to vote on any of Proposals 2, 4 or 5. Q. How will my shares be voted if I sign and return my proxy card with no votes marked? A. If you sign and return your proxy card with no votes marked, your shares will be voted as follows: • FOR the election of all nominees for director identified in this proxy statement (Proposal 1); • FOR the proposal on advisory vote on executive compensation (Proposal 2); • For ONE YEAR as the frequency with which the advisory vote on executive compensation should be held (Proposal 3); • FOR the proposed amendments to the Company’s 2016 Performance Incentive Plan (Proposal 4); and • FOR the ratification of the Company’s independent registered public accounting firm (Proposal 5). Q. How are proxies solicited and what is the cost? A. The Company actively solicits proxy participation. In addition to this notice by mail, the Company encourages banks, brokers and other custodian nominees and fiduciaries to supply proxy materials to stockholders, and reimburses them for their expenses. However, the Company does not reimburse its own employees for soliciting proxies. The Company has hired Morrow & Co., LLC, 470 West Ave., Stamford, CT 06902, to help solicit proxies, and has agreed to pay it $8,000 plus out-of-pocket expenses for this service. All costs of this solicitation will be borne by the Company. Q. How many shares of stock were outstanding on the record date? A. As of the record date, there were 32,781,803 shares of common stock outstanding. Each outstanding share is entitled to one vote on each proposal. 12