| 1a. | Elect Michelle Brennan - Non-Executive Director | Withhold |
| 1b. | Elect Quentin Koffey - Non-Executive Director | Withhold |
| 1c. | Elect H Michael Cohen - Non-Executive Director | For |
| 1d. | Elect Julie A. Shimer - Non-Executive Director | For |
| 2 | Appoint the Auditors: Grant Thornton LLP | Oppose |
| 3 | Advisory Vote on Executive Compensation | Oppose |
| 4 | Approve the Frequency of Future Advisory Votes on Executive Compensation | 1 |
| 5 | Approve Amendment of the Company's Amended and Restated Certificate of Incorporation | For |
| 6 | Set the Number of Board Directors | For |
| 7 | Shareholder Resolution: Repeal any Provision of, or Amendment to Bylaws Adopted by the Board Directors Without Stockholder Approval | For |
