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8.
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What is the difference between holding shares as a stockholder of record and as a beneficial owner?
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If you own shares of Cadence common stock that are registered directly in your name with Cadences transfer agent,
Computershare Limited, you are considered the stockholder of record of those shares of Cadence common stock.
If you own shares of Cadence
common stock that are held through a broker, bank or other nominee (that is, in street name), you are considered the beneficial owner of those shares of Cadence common stock. In that case, your broker, bank or other nominee
is considered the stockholder of record with respect to those shares of Cadence common stock and should be forwarding the proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other nominee
how to vote those shares of Cadence common stock.
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9.
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How do I vote my shares if I am a stockholder of record?
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If you are a stockholder of record as of the close of business on the Record Date, you have three options for submitting your vote prior to the Annual
Meeting: (i) via the internet, (ii) by telephone, or (iii) by mail (by completing, signing, dating and mailing a paper proxy card, which a stockholder can request as outlined in the Notice of Internet Availability of Proxy Materials).
If you attend the Annual Meeting, you may also submit your vote in person, in which case any votes that were previously submitted whether via
the internet, telephone or mail will be superseded by the vote that is cast at the Annual Meeting.
Whether your proxy is submitted via the
internet, telephone or mail, if it is properly completed and submitted and if it is not revoked prior to the Annual Meeting, the shares will be voted at the Annual Meeting in the manner set forth in this proxy statement or as otherwise specified by
you.
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10.
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How do I vote my shares if I am a beneficial owner through a broker, bank or other nominee?
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As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote, and you are also invited to attend the Annual
Meeting. If a broker, bank or other nominee holds your shares, you will receive instructions from them that you must follow in order to have your shares voted.
Shares of Cadence common stock held through a broker, bank or other nominee may be voted in person at the Annual Meeting by you only if you obtain a valid
proxy from your broker, bank or other nominee giving you the right to vote the shares.
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11.
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What is the vote required to pass each of the proposals?
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Proposal 1 regarding the election of directors, each director must receive a majority of the votes cast (the number of shares voted for
a director must exceed the number of votes cast against that director), provided that in a contested election, each director must be elected by the affirmative vote of a plurality of the votes cast at the Annual Meeting.
Proposals 2, 3, 4 and 5 the affirmative vote of a majority of the shares present at the Annual Meeting, either in person or represented by proxy
and entitled to vote, is required.
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12.
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Who will bear the cost of this proxy solicitation?
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Cadence will bear the entire cost of soliciting proxies, including the preparation, assembly, printing and mailing of this proxy statement, the proxy card
and any additional information furnished to stockholders by Cadence in connection with the matters to be voted on at the Annual Meeting.
Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of Cadence common stock beneficially owned by others for forwarding to the beneficial owners. Cadence will reimburse persons representing
beneficial owners of Cadence common stock for their costs of forwarding solicitation materials to the beneficial owners.
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86
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