Board of Directors Recommendation

Proposals

Proposal 1:

Election of Class III Directors.Proposal 2:To ratify the selection of BDO USA LLP as the Company's independent registered public accounting firm for the fiscal year 2018.

Proposal 3:

Approval of the executive compensation of the Company’s named executive officers on a non-binding, advisory vote basis.

Proposal 4:

Holding future non-binding advisory votes on executive compensation on an annual basis.

1

Year