| 1a. | Elect Angela Barbee - Non-Executive Director | For |
| 1b. | Elect Mark A. Blinn - Non-Executive Director | For |
| 1c. | Elect Robert E. Brunner - Non-Executive Director | Oppose |
| 1d. | Elect Mary Campbell - Non-Executive Director | For |
| 1e. | Elect J. Mitchell Dolloff - Chief Executive | For |
| 1f. | Elect Manuel A. Fernandez - Non-Executive Director | Oppose |
| 1g. | Elect Karl G. Glassman - Chair (Executive) | Oppose |
| 1h. | Elect Joseph W. McClanathan - Non-Executive Director | Oppose |
| 1i. | Elect Srikanth Padmanabhan - Non-Executive Director | For |
| 1j. | Elect Jai Shah - Non-Executive Director | For |
| 1k. | Elect Phoebe A. Wood - Non-Executive Director | Oppose |
| 2. | Appoint the Auditors | Oppose |
| 3. | Advisory Vote on Executive Compensation | Abstain |
| 4. | Approval of the Amendment and Restatement of the Flexible Stock Plan | Oppose |
| 5. | To transact such other business as may properly come before the meeting or any postponement or adjournment thereof | Non-Voting |
