PRSS 2018 Proxy Statement

27 PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires that the Company’s stockholders be entitled to a vote to approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers (“NEOs”) as disclosed in this Proxy Statement in accordance with SEC rules. The Company has a “pay-for-performance” philosophy that forms the foundation of all decisions regarding compensation of the Company’s NEOs. This compensation philosophy, and the program structure approved by the Compensation Committee, is central to the Company’s ability to attract, motivate and retain individuals who can achieve superior financial results while also aligning the interests of the executives with the interests of Stockholders over the long-term. This approach has resulted in the Company’s ability to attract and retain the executive talent necessary to guide the Company successfully during a period of transformation. Please refer to “Narrative to 2018 Summary Compensation Table” for an overview of the compensation of the Company’s NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the policies and practices described in this Proxy Statement. At the Annual Meeting, stockholders will be asked to approve the compensation of the Company’s NEOs by voting FOR the following resolution: “RESOLVED, that the Company’s Stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. This vote is advisory and therefore not binding on the Company. The Board of Directors and Compensation Committee value the opinions of the Company’s stockholders. Should there be a significant vote against the named executive officer compensation as disclosed in this Proxy Statement, the Board will consider those Stockholders’ concerns and will evaluate whether any actions are necessary to address those concerns. This proposal will be approved on an advisory basis if the votes cast favoring the action exceed the votes cast opposing the action. The Board recommends a vote FOR the approval of the advisory resolution relating to the compensation of the Company’s named executive officers as disclosed in this Proxy Statement.