Shareholders approve elimination of supermajority voting and officer liability limit

eliminate supermajority voting requirements by (i) in Article 5, reducing the vote required for stockholders to adopt, amend or repeal our bylaws, from not less than 66 2/3% of the voting power of our common stock to a majority of the voting power of our common stock, (ii) in Article 9, reducing the vote required to repeal or amend any provision of our Certificate of Incorporation or to adopt, amend or repeal any provision which would have the effect of modifying or permitting the circumvention of any provision within the Certificate of Incorporation, from not less than 66 2/3% of the voting power of our common stock for the provisions set forth in any of Articles 4(b), 5, 6, 7 or 9 to not less than a majority of the voting power of our common stock for any provision within the Certificate of Incorporation, and (iii) adding Article 10 which relates to the approval of business combinations with interested stockholders, and changing the vote required for the approval of such business com

the Company amended and restated its bylaws (as so amended, the “Amended and Restated Bylaws”). As described in the 2024 Proxy Statement, the bylaws were amended to conform to the as-amended Article 5 set forth in the Restated Certificate of Incorporation relating to future amendments to the bylaws

limit the personal liability of certain officers for monetary damages associated with breaches of the fiduciary duty of care in limited circumstances as permitted by the Delaware General Corporation Law

Proposal 5. Stockholders approved the amendment to the Company's Certificate of Incorporation to eliminate the default supermajority voting standard concerning certain business combinations. For Against Abstain Broker Non-Votes Amend Certificate of Incorporation to Eliminate the Default Supermajority Voting Standard Concerning Certain Business Combinations 17,823,063 146,595 11,457 1,214,948

Proposal 1. In an uncontested election, each of the following Class II directors proposed by management was elected to the Board of Directors (the "Board"), with a tabulation of votes to the nearest share as shown below: For Against Abstain Broker Non-Votes David L. Goebel 17,906,805 65,341 8,969 1,214,948 James W. Keyes 17,763,199 208,963 8,953 1,214,948 Diane N. Landen 17,223,922 748,523 8,670 1,214,948

Proposal 2. Stockholders ratified the Audit Committee of the Board's appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2024 fiscal year. For Against Abstain Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2024 19,044,515 141,971 9,577

Proposal 4. Stockholders approved the amendment to the Company's Certificate of Incorporation to eliminate supermajority voting standards. For Against Abstain Broker Non-Votes Amend Certificate of Incorporation to Eliminate Supermajority Voting Standards 17,823,673 146,678 10,764 1,214,948

Proposal 7. Stockholder proposal - simple majority vote. Stockholders rejected a stockholder proposal regarding a simple majority vote as follows: For Against Abstain Broker Non-Votes Stockholder Proposal - Simple Majority Vote 8,734,999 9,227,042 19,074 1,214,948

Proposal 3. Stockholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers ("NEOs"), as disclosed pursuant to Item 402 of Regulation S-K and contained in the 2024 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables, accompanying footnotes and narrative discussion. For Against Abstain Broker Non-Votes Approval of Executive Compensation on an Advisory, Non-Binding Basis 17,443,327 517,183 20,605 1,214,948

Proposal 6. Stockholders approved the amendment to the Company's Certificate of Incorporation to limit certain liability of officers as permitted by Delaware law. For Against Abstain Broker Non-Votes Amend Certificate of Incorporation to Limit Certain Liability of Officers as Permitted by Delaware Law 16,249,319 1,712,006 19,790 1,214,948