Q:
How does the Board of Directors recommend I vote on these items?
A:
The Board of Directors recommends that you vote your shares:
•
FOR ALL the election to the Board of Directors of each of the following nominees: Mr. Richard Emmett and Mr. Richard Kunes (Proposal No. 1);
•
FOR the ratification of the appointment of EY as the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2020 (Proposal No. 2);
•
FOR the approval, on an advisory basis, of the Company’s executive compensation (Proposal No. 3);
•
FOR the approval of the amendment to the Company’s Certificate of Incorporation to effect the Reverse Stock Split (Proposal No. 4); and
•
FOR the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal No. 4 (Proposal No. 5).
Q:
What happens if I withhold or abstain?
A:
With respect to Proposal No. 1, votes withheld will not be counted as a vote cast on the election of either of the director nominees and therefore will not be counted in determining the outcome of any of the directors’ election. See “—
What happens if a director receives a greater number of WITHHOLD votes than FOR votes at the Annual Meeting?
” below. With respect to Proposal Nos. 2, 3, 4 and 5, abstentions have the same effect as a vote AGAINST the matter.
Q:
Who is entitled to vote?
A:
Stockholders of record of our common stock as of the close of business on May 1, 2019, the record date, are entitled to notice of and to vote at the Annual Meeting.
Q:
How many shares are entitled to vote at the Annual Meeting?
A:
As of the close of business on the record date, May 1, 2019, there were 34,809,193 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. There is no other class of voting securities outstanding. Each share of common stock entitles its holder to one vote at the Annual Meeting.
Q:
What is the difference between a stockholder of record and a stockholder who holds stock in street name?
A:
Stockholders of Record.
If your shares are registered in your name with our transfer agent, Computershare, Inc., you are a stockholder of record with respect to those shares and the Notice or printed copies of the proxy materials were sent directly to you by Broadridge Financial Solutions (“Broadridge”).
Street Name Holders.
If you hold your shares through a bank, broker or other nominee, then you are the beneficial owner of those shares, which are held in “street name” rather than directly in your own name. If you hold shares in street name, the Notice or printed copies of the proxy materials were forwarded to you by your bank, broker or other nominee, who is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote the shares held in your account. If you requested printed copies of the proxy materials by mail, you will receive a voting instruction form from your bank, broker or other nominee.
Q:
How do I vote my shares?
A:
You may direct how your shares are voted in one of the following ways:
You may vote via the Internet or Telephone
. You can vote by proxy over the internet or telephone by following the instructions provided in the Notice, on the separate proxy card if you received a printed set of the proxy materials, or on the voting instruction form if you hold your shares in street name.