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Majority Voting Policy

Majority Voting. The Company has adopted a majority voting policy that applies to uncontested election of directors where the number of nominees is equal to the number of directors to be elected whereby:

  • any director must immediately tender his or her resignation to the Board of directors if he or she is not elected by at least a majority of the votes cast with respect to his or her election;
  • the Board must determine whether or not to accept the resignation within 90 days and the Board must accept the resignation absent exceptional circumstances;
  • the resignation will be effective when accepted by the Board;
  • a director who tenders a resignation must not participate in any meeting of the Board or any subcommittee of the Board at which the resignation is considered; and
  • the Company must promptly issue a news release announcing the Board’s decision and, if the Board determines not to accept the resignation, the news release must fully state the reasons for that decision.