q	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

q	Solicitation material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

q	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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(i)	Increase by 4.8 million the total number of shares of common stock available in the share pool (less grants made between January 31, 2016 and the date the stockholders approve the Amended Stock Plan);

(ii)	Include a minimum vesting provision that requires options to have a minimum vesting period of one year, subject to limited exceptions as set forth in the Amended Stock Plan;

(iii)

Include share counting restrictions that preclude (a) shares tendered by a participant in payment of an option purchase price; (b) shares tendered or withheld by the Company to satisfy tax withholding obligations with respect to all awards; and (c) shares reacquired by the Company on the open market or otherwise using cash proceeds from option exercises, in all cases, from being added to the share pool;

(iv)	Revise the change-of-control provisions to provide a “double trigger,” such that in the event of a change in control, awards that are assumed, continued, or substituted will accelerate if the participant incurs a qualifying termination of employment in connection with or following the change of control;

(v)	Add a new annual aggregate limit on awards granted (based on grant date value) and all other consideration paid (including all cash) to any non-employee Director equal to $750,000, and increase the total number of shares that any employee may be granted in any calendar year to 1,300,000 shares, based on the maximum that could be earned under any performance-based award;

(vi)	Clarify that any dividends or dividend equivalents that are granted or payable in connection with a performance-based award are subject to the same vesting criteria and risk of forfeiture as the underlying award;

(vii)	Extend the term of the plan such that it will expire on May 31, 2026, which is the 10th anniversary of the effective date of the Amended Stock Plan; and,

(viii)	Make certain other clarifying and ministerial changes.

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1.	Election of Directors (Proposal No. 1): Stockholders re-elected each of the following Directors:

2.	Ratification of independent registered public accounting firm (Proposal No. 2): Stockholders ratified the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2016.

3.	Advisory vote on Named Executive Officer compensation (Proposal No. 3): Stockholders approved the resolution to approve the compensation of the Named Executive Officers.

4.	Approval of the amendment and restatement of the Company's Stock Incentive Plan, including the re-approval of the material terms of the performance goals (Proposal No. 4): Stockholders approved the amendment and restatement of the Company's Stock Incentive Plan, including the re-approval of the material terms of the performance goals.

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