Filed by the Registrant: ☒
|
Filed by a Party other than the Registrant: ☐
|
☐
|
Preliminary Proxy Statement
|
☐
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☐
|
Definitive Proxy Statement
|
☒
|
Definitive Additional Materials
|
☐
|
Soliciting Material Pursuant to §240.14a-12
|
☒
|
No fee required.
|
☐
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
(1)
|
Title of each class of securities to which transaction applies:
|
(2)
|
Aggregate number of securities to which transaction applies:
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
(4)
|
Proposed maximum aggregate value of transaction:
|
(5)
|
Total fee paid:
|
☐
|
Fee paid previously with preliminary materials.
|
☐
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
(1)
|
Amount Previously Paid:
|
(2)
|
Form, Schedule or Registration Statement No.:
|
(3)
|
Filing Party:
|
(4)
|
Date Filed:
|
Proposal
|
Vote Required
|
Do Brokers Have Discretionary Voting Authority?
|
Will Broker Non-Votes Be Tabulated?
|
Impact of Abstentions and/or Broker Non-Votes
|
You May Vote
|
Proposal 1
– Election of Directors
|
Plurality of Votes Present and Entitled to Vote
|
No
|
Yes
|
No Effect
|
FOR or WITHHOLD
|
Proposal 2
– Approval of Amendment to Certificate of Incorporation
|
Majority of Outstanding Shares
|
Yes
|
No
|
Effect of voting “AGAINST”
|
FOR, AGAINST, or ABSTAIN
|
Proposal 3
– Approval of Increase of Shares Reserved for Issuance Pursuant to the Amended and Restated 2017 Equity Incentive Plan
|
Majority of Votes Present and Cast Affirmatively or Negatively
|
No
|
Yes
|
No Effect
|
FOR, AGAINST, or ABSTAIN
|
Proposal 4
– Ratification of Ernst & Young as Auditor
|
Majority of Votes Present and Cast Affirmatively or Negatively
|
Yes
|
No
|
No Effect
|
FOR, AGAINST or ABSTAIN
|
Proposal 5
– Advisory Vote on Executive Compensation
|
Majority of Votes Present and Cast Affirmatively or Negatively
|
No
|
Yes
|
No Effect
|
FOR, AGAINST or ABSTAIN
|
Proposal 6
– Adjournment and Solicitation of Additional Proxies
|
Majority of Votes Present and Cast Affirmatively or Negatively
|
Yes
|
No
|
No Effect
|
FOR, AGAINST or ABSTAIN
|