Definition of Majority of Votes Cast

Majority of Votes Cast means that the number of votes “for” a director’s election must exceed fifty percent (50%) of the votes cast with respect to that director’s election. Votes “against” a director’s election will count as a vote cast, but “abstentions” and “broker non-votes” will not count as a vote cast with respect to that director’s election.

Majority of Votes Cast means that the number of votes “for” a director’s election must exceed the number of votes “withheld” from (or “against”) that director’s election. Abstentions and broker non-votes will not count as votes cast with respect to that director’s election.

Majority of Votes Cast means the number of shares voted “for” a director exceeds the number of votes cast “against” that director.