PRSS 2018 Proxy Statement

28 PROPOSAL 4 ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 also enables the Company’s stockholders to vote, on an advisory and non-binding basis, on how frequently they would like to cast an advisory vote on the compensation of the Company’s named executive officers. The Company will hold an advisory vote on named executive officer compensation at least once every three years. By voting on this proposal, stockholders may indicate whether they would prefer an advisory vote on named executive officer compensation once every one, two, or three years. Company Stockholders may also, if they wish, abstain from voting on this proposal. After careful consideration of the frequency alternatives, the Board believes that conducting advisory votes on named executive officer compensation on an annual basis is appropriate for the Company and its stockholders at this time, and therefore recommends that you vote for an annual advisory vote on executive compensation. In formulating its recommendation, the Board considered that an annual advisory vote on our executive compensation will provide our management and our Board with regular and direct input from our stockholders. The Company’s stockholders are not voting to approve or disapprove of the Board’s recommendation. Instead, the proxy card provides stockholders with four choices with respect to this proposal: every year, every two years, every three years or stockholders may abstain from voting on the proposal. The option of every year, every two years or every three years that receives the highest number of votes cast by stockholders will be considered by the Company as the stockholders’ recommendation as to the frequency of future advisory votes on executive compensation. The Board will carefully consider the outcome of the vote when making future decisions regarding the frequency of future advisory votes on named executive officer compensation. However, because this vote is advisory and not binding, the Board may decide that it is in the best interests of the Company and its stockholders to hold an advisory vote more or less frequently than the alternative that has been selected by our Stockholders. The Board recommends a vote FOR the option of once every year as the preferred frequency for advisory votes on executive compensation.