ELLIOTT NOMINEE: Brian S. Coffman
ELLIOTT NOMINEE: Sigmund L. Cornelius
ELLIOTT NOMINEE: Michael A. Heim
ELLIOTT NOMINEE: Stacy D. Nieuwoudt
COMPANY NOMINEE OPPOSED BY ELLIOTT: A. Nigel Hearne
COMPANY NOMINEE OPPOSED BY ELLIOTT: John E. Lowe
COMPANY NOMINEE OPPOSED BY ELLIOTT: Robert W. Pease
COMPANY NOMINEE OPPOSED BY ELLIOTT: Howard I. Ungerleider
The Companys proposal to approve the declassification of the Board of Directors
THE COMPANYS PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPANYS NAMED EXECUTIVE OFFICER COMPENSATION.
THE COMPANYS PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE SHAREHOLDER ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION.
THE COMPANYS PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
Elliotts proposal to approve, on an advisory basis, a resolution requesting that the Board of Directors adopt a policy to implement the annual election of all directors.