Why didn’t the Board implement the “majority voting” proposal that was approved at the 2010 annual meeting?

At our 2010 annual meeting of stockholders, our stockholders voted on a proposal which requested that our Board

of Directors initiate a process to amend our governance documents to provide for majority voting with respect to

the annual election of our Board of Directors. While this proposal was approved by the requisite vote at our 2010

annual meeting of stockholders, the proposal was non-binding upon our Board of Directors and therefore its

implementation is at the discretion of our Board of Directors. After careful consideration, the Board of Directors

has decided to retain the plurality voting standard and not implement the proposal. The principal factors upon

which the Board made its decision include the fact that a substantial majority of public companies still use the

plurality standard due to the increased likelihood of a failed election or the potential that stockholders would not

elect a director that is needed to satisfy a regulatory or experience requirement. We expect the topic of stockholder

proposals to be addressed during the upcoming stockholder meeting.