a. “The form of proxy

1. “shall indicate in bold-face type … on whose behalf the solicitation is made;

2. “Shall provide a specifically designated blank space for dating the proxy card; and

3. “Shall identify clearly and impartially each separate matter intended to be acted upon, …. No reference need be made, however, to proposals as to which discretionary authority is conferred pursuant to paragraph (c).”

b.

1. The proxy form shall provide tick-the-box choices of approval, disapproval, or abstention for each separate matter other than elections and votes on the frequency of say-on-pay votes. To the extent the security holder does not specify a choice, a proxy may confer discretionary authority if the form of proxy states in bold-face type how it intends to vote the shares in such case.

2. A proxy form that provides for the election of directors shall set forth the names of persons nominated for election as directors, including any shareholder nominee to be included in the registrant’s proxy materials pursuant to law or the registrant’s charter or bylaws. Such proxy form must provide simple means and clear instructions to withhold authority for individual nominees, such as ballot boxes, strike-out, or blank spaces. Unless the proxy form includes shareholder nominees, it may also provide a means to grant or withhold authority for the nominees as a group; in that case, the proxy form may also provide, in bold-face type, that failure to indicate a choice will be interpreted as a grant of authority.

“Instructions. 1. Paragraph 2. does not apply in the case of a merger, consolidation or other plan if the election of directors is an integral part of the plan.

If applicable state law gives legal effect to votes cast against a nominee, then in lieu of, or in addition to, providing a means for security holders to withhold authority to vote, the registrant should provide a similar means for security holders to vote against each nominee.”

3. A proxy form that provides for a vote on the frequency of say-on-pay votes required by section 14A(a)(2) of the 1934 Act shall provide tick-the-box choices of 1, 2 or 3 years, or abstention.

c. A proxy may confer discretionary authority for:

3. “matters which the persons making the solicitation do not know, a reasonable time before the solicitation, are to be presented at the meeting, if a specific statement to that effect is made in the proxy statement or form of proxy.”

If the solicitation is by the registrant for an annual meeting, however, the proxy can confer discretionary authority only if the registrant

1. did not have notice of the matter at least 45 days before the date on which the registrant first sent its proxy materials for the prior year’s annual meeting (provided this date is within 30 days of this year’s) or a date specified by an advance notice provision, or

2. includes, in the proxy statement, advice on the nature of the matter and how the registrant intends to exercise its discretion, and the proponent does not (i) within the time-frame of paragraph (1) provide a written statement of its intention to solicit at least the requisite majority of voting shares, (ii) include the same statement in its proxy materials filed under rule 14a–6, and (iii) immediately after soliciting this majority, provide a statement from any person with knowledge that the necessary steps have been taken to do so.

4. “Approval of the minutes of the prior meeting if such approval does not amount to ratification of the action taken at that meeting;”

5. “The election of any person to any office for which a bona fide nominee is named in the proxy statement and such nominee is unable to serve or for good cause will not serve.”

6. Any proposal omitted from the proxy statement and form pursuant to rules 14a–8 or 14a–9.

7. Matters incident to the conduct of the meeting.

d. No proxy shall confer authority for

1. any election for which a bona fide nominee is not named in the proxy statement,

2. any annual meeting other than the next,

3. more than one meeting (including adjournments) or consent solicitation, or

4. any action other than the action proposed to be taken in the proxy statement, or matters referred to in paragraph (c).

A person is not a bona fide nominee, and shall not be named as such, unless the person has consented to being named in the proxy statement and to serve if elected.

Nothing in this section 14a–4 shall prevent any person soliciting in support of a minority slate from seeking authority to vote for nominees named in the registrant’s proxy statement, “so long as the soliciting party:

i. Seeks authority to vote in the aggregate for the number of director positions then subject to election;

ii. Represents that it will vote for all the registrant nominees, other than those registrant nominees specified by the soliciting party;

iii. Provides the security holder an opportunity to withhold authority with respect to any other registrant nominee by writing the name of that nominee on the form of proxy; and

iv. States on the form of proxy and in the proxy statement that there is no assurance that the registrant’s nominees will serve if elected with any of the soliciting party’s nominees.”

e. The proxy statement or form of proxy shall provide, subject to reasonable specified conditions, that the proxy will be exercised, in accordance with the choices indicated pursuant to paragraph b.

f. Before or with the proxy form, the security holder must receive a definitive proxy statement filed with the Commission pursuant to rule 14a–6(b).