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Eastern Time Record Date Voting Matters and Vote Recommendations Proposals For Your Vote Board Recommendation 1 2 3 4 Lisa K. PROXY SUMMARY VOTING AND MEETING INFORMATION Attendance and Participation Who is Eligible to Vote Shareholders of Record f fBeneficial Owners of Shares Held in Street Name Advance Voting Methods www.proxyvote.com OVER THE INTERNET BY TELEPHONE BY MAIL Each shareholder’s vote is important. Exercise or Base Price of Option Awards (column (i)) Grant Date Fair Value of Stock and Option Awards (column (j)) Narrative Disclosure Relating to the 2019 Summary Compensation Table and the 2019 Grants of Plan-Based Awards Table Outstanding Equity Awards at 2019 Fiscal Year-End Exercise Price Expiration Date Market Value of Shares or Units of Stock That Have Not Vested (h) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested Stock Awards Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options (d) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested Number of Shares or Units of Stock That Have Not Vested Number of Underlying Options (#) Unexercisable Number of Underlying Options (#) Exercisable Option Awardsp ( ) ( ) (j)( )( )( ) (g)( )( )( ) Number of Securities Underlying Unexercised Options (#) Exercisable (column (b)) Number of Securities Underlying Unexercised Options (#) Unexercisable (column (c)) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (column (d)) Option Exercise Price (column (e)) Option Expiration Date (column (f)) Number of Shares or Units of Stock That Have Not Vested (column (g)) Market Value of Shares or Units of Stock That Have Not Vested (column (h)) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (column (i)) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (column (j)) 2019 Option Exercises and Stock Vested Option Awards Stock Awards Number of Shares Acquired on Exercise Value Realized on Exercise ($) Number of Shares Acquired on Vesting Value Realized on Vesting ($) Stock Awards (columns (d) and (e)) 2019 Nonqualified Deferred Compensation Aggregate Executive Registrant Aggregate Aggregate Aggregate Balance at Contributions Contributions Earnings Withdrawals/ Balance at 12/31/2018 in Last FY in Last FY in Last FY Distributions Last FYE ($)(1) ($)(2) ($)(3) ($)(4) ($) ($)(1)(5) Potential Payments Upon Termination or Change of Control Summary of Potential Payments Management Continuity Agreements Executive Severance Plan Long-Term Incentive Awards Retirement Benefits Payments and Benefits Upon Termination — As of the End of Fiscal Year 2019 Name Benefits and Payments Voluntary Termination Retirement (1) t ($) Disabilitytt ($) Death Involuntary Termination with Cause Involuntary Termination without Cause vo u ta yvo u ta y Termination without Cause or for Good Reason Following a Change of Control ($)( )( )( )( )y ( )( )( )y CEO Pay Ratio Disclosure CEO Annual Total Compensation for 2019: $6,106,632 Median Employee Annual Total Compensation for 2019: $53,371 Ratio of CEO to Median Employee Annual Total Compensation for 2019: 114:1 How the Median Employee was Determined in 2017 Compensation Committee Interlocks and Insider Participation Risk Assessment of the Compensation Programs Compensation Committee Report The Compensation Committee of the Board of Directors MISCELLANEOUS MISCELLANEOUS PROVISIONS Voting at the Meeting nott Shareholder Proposals MISCELLANEOUS Proxy Solicitation We will furnish without charge to each person from whom a proxy is being solicited, upon written request of any such person, a copy of the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2019, as filed with the SEC, including the financial statements and schedules thereto.