Your most current proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
When are stockholder proposals and director nominations due for next years Annual Meeting?
To be considered for inclusion in next years proxy materials, your proposal must be submitted in writing by December 22, 2023 to our Corporate
Secretary at 44 W. Gay St., Suite 400, West Chester, Pennsylvania 19380. If you wish to nominate an individual for election at, or bring business other than through a stockholder proposal before the 2024 Annual Meeting, you must deliver your notice
to our Corporate Secretary at the address above between February 8, 2024 and March 10, 2024. Your notice to the Corporate Secretary must set forth information specified in our bylaws, including your name and address and the class and
number of shares of our stock that you beneficially own.
If you propose to bring business before an annual meeting other than a director nomination, your
notice must also include, as to each matter proposed, the following: (1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting that business at the annual meeting and (2) any
material interest you have in that business. If you propose to nominate an individual for election as a director, your notice must also include, as to each person you propose to nominate for election as a director, the following: (1) the name,
age, business address and residence address of the person, (2) the principal occupation or employment of the person, (3) the class and number of shares of our stock that are owned of record and beneficially owned by the person,
(4) the date or dates on which the shares were acquired and the investment intent of the acquisition and (5) any other information concerning the person as would be required to be disclosed in a proxy statement soliciting proxies for the
election of that person as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), and the rules and regulations promulgated under the Exchange Act, including the persons written consent to being named as a nominee and to serving as a director if elected. We may require any proposed nominee to
furnish other information as we may reasonably require to determine the eligibility of the proposed nominee to serve as an independent director or that could be material to a reasonable stockholders understanding of the independence, or lack
of independence, of the proposed nominee.
In addition, stockholders who intend to solicit proxies in support of director nominees other than our nominees
must provide in their notice any additional information required by Rule 14a-19(b) under the Exchange Act.
For
more information, and for more detailed requirements, please refer to our Amended and Restated Bylaws, filed as Exhibit 3.4 to our Registration Statement on Form S-1, filed with the SEC on May 22, 2018.
How are votes counted?
Votes will be counted by the
inspector of election appointed for the meeting, who will separately count, for the proposal to elect directors, votes For, Withhold and broker non-votes, and with respect to the
ratification of independent auditors, votes For, Against and abstentions. For Proposal No. 1, broker non-votes will have no effect and will not be counted toward the vote total for
any of the director nominees. For Proposal No. 2, abstentions will be counted and will have the same effect as Against votes.
What
are broker non-votes?
As discussed above, when a beneficial owner of shares held in street
name does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be non-routine, the broker or nominee cannot vote the shares.
These unvoted shares are counted as broker non-votes.
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