Proxy-12-28-2020 - Report - Page 7
of each outstanding Class A share is entitled to a one-tenth vote per share, and the record holder of each outstanding Class B
share is entitled to one vote per share on all matters to be brought before the meeting.
The Class A directors and Class B directors will be elected by a plurality of the votes cast by the respective class. The nonbinding advisory vote on executive compensation, the ratification of the auditors and other matters submitted to the meeting that
would not require a separate class vote by law may be adopted by a majority of the Class A and Class B shares, voting together
as a single class, cast in favor of or against the proposal, a quorum of holders of Class A shares and Class B shares being present.
Shares held in a brokerage account or by another nominee are considered held in “street name” by the shareholder. A broker
or nominee holding shares for a shareholder in “street name” may not vote on matters such as the election of directors, unless the
broker or nominee receives specific voting instructions from the shareholder. As a result, absent specific instructions, brokers or
nominees may not vote a shareholder’s shares on Proposal 1, the election of directors. Such shares will be considered “broker
non-votes” for such proposal. Broker non-votes in connection with the election of one or more nominees for director will not constitute
a vote cast and will therefore have no effect on the outcome of the vote. In addition, with respect to Proposal 1, the election of
directors, a "withhold" vote will not constitute a vote cast and therefore will not affect the outcome of the vote on the election of
directors. In accordance with New York law, abstentions and broker non-votes are also not counted in determining the votes cast
in favor of or against Proposal 2, the non-binding advisory vote on executive compensation or Proposal 3, the ratification of the
selection of Ernst & Young LLP as independent auditors of the Company for the 2021 fiscal year, and therefore will not affect the
outcome of such vote.
Additionally, if you hold your shares in a brokerage account or by another nominee, since you are not the shareholder of record,
in order to vote these shares electronically at the annual meeting you must obtain a legal proxy from your broker or other nominee.
Once you have obtained the legal proxy, you must send a copy of the legal proxy to EQ via e-mail to EQSSProxyTabulation@equiniti.com prior to February 9, 2021.
Therefore, it is particularly important for shareholders holding shares in “street name” to instruct their brokers as to
how they wish to vote their shares.
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