APLS 2018 Proxy Statement

PROPOSAL NO. 1—ELECTION OF ONE CLASS I DIRECTOR Our board of directors currently consists of five members. In accordance with the terms of our restated certificate of incorporation, our board of directors is divided into three classes (class I, class II and class III), with members of each class serving staggered three-year terms. The members of the classes are divided as follows: • the class I director is Stephanie Monaghan O’Brien, and her term expires at the Annual Meeting; • the class II directors are A. Sinclair Dunlop and Alec Machiels, and their term expires at the annual meeting of stockholders to be held in 2019; and • the class III directors are Gerald Chan and Cedric Francois, and their term expires at the annual meeting of stockholders to be held in 2020. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution of our board of directors. Our restated certificate of incorporation also provides that our directors may be removed only for cause and only by the affirmative vote of the holders of at least 75% of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Our board of directors has nominated Stephanie Monaghan O’Brien for election as the class I director at the Annual Meeting. Ms. O’Brien is presently a director, and has indicated a willingness to continue to serve as director, if elected. If Ms. O’Brien becomes unable or unwilling to serve, however, the proxies may be voted for substitute nominees selected by our board of directors. We have no formal policy regarding board diversity, but our Corporate Governance Guidelines provide that the value of diversity should be considered and that the background and qualifications of the members of our board of directors considered as a group should provide a significant breadth of experience, knowledge, and ability to assist our board of directors in fulfilling its responsibilities. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, the ability to contribute positively to the collaborative culture among our board members, knowledge of our business, understanding of the competitive landscape in which we operate and adherence to high ethical standards. Certain individual qualifications and skills of our directors that contribute to our board of directors’ effectiveness as a whole are described in the following paragraphs: - 6 -