AKAO 2018 Proxy Statement

5 are considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposals 1, 2 and 3. How many votes are needed to approve each proposal? With respect to Proposal 1, the election of directors, the three nominees receiving the highest number of “For” votes (from the votes of shares present in person or represented by proxy and entitled to vote on the election of directors) will be elected. Only votes “For” or “Withheld” will affect the outcome of this proposal. Broker non-votes will have no effect on the outcome of this proposal. With respect to Proposal 2, a majority of “FOR” votes cast by stockholders in person or by proxy at this meeting for approval of this proposal on a non-binding, advisory basis. Shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of this proposal. With respect to Proposal 3, the option of “every year,” “every two years” or “every three years” that receives the highest number of votes cast by stockholders in person or by proxy will be considered to be the preferred frequency with which the Company is to hold an advisory vote on the compensation of the Company’s named executive officers. Shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of this proposal. With respect to Proposal 4, a majority of “FOR” votes cast by stockholders in person or by proxy at this meeting is required for approval. Shares present and not voted, whether by broker non-vote, abstention or otherwise, will have no effect on the outcome of this proposal. How many votes do I have? On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date. What if I return a Proxy Card but do not make specific choices? If we receive a signed and dated Proxy Card and the Proxy Card does not specify how your shares are to be voted, your shares will be voted “For” the election of each nominee for director, “For” approval, on a non-binding, advisory basis, of the compensation of our named executive officers, for the option of “every year” as the preferred frequency of future advisory votes on the compensation of our named executive officers, and “For” the ratification of the selection, by the audit committee of our board of directors, of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares using his or her best judgment. Who is paying for this proxy solicitation? We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. What does it mean if I receive more than one Notice of Internet Availability of Materials or more than one set of printed materials? If you receive more than one Notice of Internet Availability of Materials or more than one set of printed materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must follow the instructions for voting on each Notice of Internet Availability of Proxy