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Pursuant to the Company’s Bylaws, in an uncontested
election of Directors, a Director shall be elected if the
votes cast for such nominee’s election exceed the votes
cast against such nominee’s election, provided a
quorum is present. An abstention with respect to the
election of one or more nominees will not be counted as
a vote cast and will have no effect on the election of
such nominee or nominees. If a nominee who is already
serving as a Director is not re-elected at the annual
meeting in an uncontested election, under Georgia law
the Director would continue to serve on our Board of
Directors as a “holdover director.” However, under our
Director Resignation Policy any holdover director who
stood for election but the votes cast for such Director
did not exceed the votes cast against such Director,
must offer to tender his or her resignation to our
Chairman of the Board. The Corporate Governance
Committee will consider such resignation and
recommend to the Board whether to accept or reject it.
In considering whether to accept or reject the tendered
resignation, the Corporate Governance Committee will
consider all factors deemed relevant by its members,
including the stated reasons why shareholders voted
against such Director, the qualifications of the Director
and whether the resignation would be in the best
interests of the Company and its shareholders. The
Board will formally act on the Corporate Governance
Committee’s recommendation no later than 90 days
following the date of the shareholders’ meeting at which
the election occurred. The Company will, within four
business days after such decision is made, publicly
disclose in a Form 8-K filed with the SEC, the Board’s
decision, together with a full explanation of the process
by which the decision was made and, if applicable, the
reasons for rejecting the tendered resignation. If a
nominee who was not already serving as a Director is
not elected at the annual meeting, that nominee would
not become a Director and would not serve on our
Board of Directors as a holdover director. In a contested
election at an annual meeting of shareholders (a
situation in which the number of nominees exceeds the
number of Directors to be elected), the standard for
election of Directors would be a plurality of the shares
represented in person or by proxy at any such meeting
and entitled to vote on the election of Directors.
Pursuant to the Company’s Bylaws, approval of
Proposals 2 and 3 and any other matters to be
considered at the Annual Meeting will be decided by the
majority of votes cast at the Annual Meeting by the
holders of shares entitled to vote on such matters.
Abstentions will not be counted as votes cast and will
have no effect on the outcome of the votes on
Proposals 1, 2, and 3.
Effect of Not Casting a Vote
It is critical that all shareholders who hold shares in
street name vote their shares if they want their votes to
count in the election of Directors (Proposal 1) and the
advisory vote on executive compensation (Proposal 2).
If a shareholder holds shares in street name and does
not instruct its bank or broker how to vote in the election
of Directors or on the advisory vote on executive
compensation, no votes will be cast on behalf of such
shareholder with respect to such matter. Such broker
non-votes will have no effect on the outcome of
Proposals 1 or 2. The bank or broker does, however,
have discretion to vote any uninstructed shares on the
ratification of the appointment of the Company’s
independent registered public accounting firm (Proposal 3).
If a shareholder of record does not return the proxy
card, no votes will be cast on its behalf on any of the
items of business at the Annual Meeting. If a
shareholder of record returns the proxy card but does
not indicate any voting instructions, such proxy will be
voted FOR the election of all Director nominees named
in this Proxy Statement, FOR approval of Proposals 2
and 3 and according to the discretion of the proxy
holders on any other matters that may properly come
before the Annual Meeting or any postponement or
adjournment thereof.
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