PROPOSAL NO. 1 TO ELECT TWO CLASS II DIRECTORS FOR A THREE-YEAR TERM TO EXPIRE AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS BOARD STRUCTURE AND MEMBERSHIP We currently have six directors on the Board. The Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and the Bylaws provide that the Board is divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of stockholders, with the other two classes continuing to serve for the remainder of their respective three-year terms. Because approximately one-third of our directors will be elected at each annual meeting of stockholders, consecutive annual meetings could be required for our stockholders to change a majority of the Board. This classification of the Board may have the effect of delaying or preventing changes of control of the Company. Our three classes of directors are currently divided as follows: • the Class I directors are Gilbert B. de Cardenas and Mark J. Nelson, and their terms will expire at the 2025 Annual Meeting of Stockholders; • the Class II directors are Gerard G. Law and Timothy K. Hussman, and their terms will expire at the 2026 Annual Meeting of Stockholders; and • the Class III directors are Bryan Freeman and George F. Chappelle, Jr., and their terms will expire at the 2024 Annual Meeting of Stockholders. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by a majority of the directors then in office. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Company may reduce or increase the size of the Board by resolution adopted by the affirmative vote of a majority of the directors. The Board has nominated Mr. Law for re-election to the Board, and Mr. Hussman for election to the Board. If elected at the Annual Meeting, Messrs. Law and Hussman would serve until the 2026 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. The Company’s management has no reason to believe that either nominee will be unable to serve. It is the Company’s policy to encourage directors and director nominees to attend the Annual Meeting. All of the Board members serving at the time of the 2022 Annual Meeting of Stockholders attended the meeting. RECOMMENDED VOTE The election of each of our director nominees requires a plurality of the votes cast by the shares of common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. This means that the two nominees receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Stockholders may vote “FOR,” or “WITHHOLD” with respect to this Proposal 1. A “WITHHOLD” vote with respect to a director nominee will not count as a vote cast for that or any other nominee, and thus will have no effect on the outcome of the vote on this proposal. This proposal is considered a non-routine matter under applicable stock exchange rules. A bank, broker or other nominee may not vote without instructions on this matter, so there may be broker non-votes in connection with this proposal. Broker non-votes will not count as votes cast on this proposal, and thus will have no effect on the outcome of the vote. 8
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