Policy of the Board of Directors Relating to Majority Voting It is a policy of the Board that any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election (a “Majority Withheld Vote”) in an election of directors that is not a contested election is expected to tender his or her resignation as a director to the Board promptly following the certification of the election results. Any director who tenders his or her resignation pursuant to this policy shall not participate in the Governance and Corporate Responsibility Committee recommendation or Board action regarding whether to accept or reject the tendered resignation. If a director’s tendered resignation is rejected by the Board, the director will continue to serve until the next annual meeting of shareholders and until his or her successor is duly elected, or his or her earlier death, resignation or removal. 6 If a director’s tendered resignation is accepted by the Board, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the number of directors comprising the Board, in each case pursuant to the provisions of the Company’s Code of Regulations.

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