What matters will be voted on at the annual meeting?
Shareholders will consider and vote upon the following business items at the annual meeting:
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The election of three Class I directors to hold office for a term expiring at our 2023 annual meeting of shareholders and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal;
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The ratification and approval of the selection of KPMG LLP as our independent registered public accounting firm for the current year;
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The advisory approval of the compensation of our executives disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission;
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The advisory vote on the frequency of holding a shareholder vote on the compensation of our executives; and
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Any other matters that may properly come before the annual meeting.
How does our board of directors recommend that I vote?
Our board of directors recommends that you vote:
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“FOR” the election of each nominee for director named in this proxy statement;
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“FOR” the ratification and approval of KPMG LLP as our independent registered public accounting firm;
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“FOR” the advisory approval of the compensation of our executives disclosed in this proxy statement; and
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“FOR” the advisory approval of holding a shareholder vote on the compensation of our executives every third year.
What shares can I vote?
The only outstanding securities of our Company having voting rights at the annual meeting are the shares of our common stock, $1.00 par value. Each issued and outstanding share of our common stock as of the close of business on the March 26, 2020 record date for the annual meeting is entitled to one vote on each matter submitted to a vote at the annual meeting. As of the record date, 6,245,605 shares of our common stock were outstanding.
You may vote all shares of our common stock that you held as of the record date. This includes (i) shares held directly in your name as the shareholder of record, (ii) shares held for you as the beneficial owner through a broker, trustee or other nominee, sometimes referred to as shares held in “street name,” and (iii) shares held for you in our Company’s Profit-Sharing 401(k) Plan.
How do I submit my vote?
Generally, you may vote your shares by Internet, by telephone, by completing, signing and returning the proxy card or voting instruction form provided to you, or by attending the annual meeting and voting in person. If you vote by Internet or by telephone, you do not need to return the proxy card. You will need to have your proxy card in hand if you vote by Internet or by telephone. Specific voting instructions are found on the proxy card or voting instruction form provided to you.
Shares held by the shareholder of record. If your shares are registered directly in your name with our transfer agent, you are considered the shareholder of record, and these proxy materials were sent to you directly. As the shareholder of record, you have the right to grant your proxy vote directly or to vote in person at the annual meeting. We have enclosed a proxy card for you to use.
Shares held in street name. If you hold shares in a brokerage account or through some other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker, trustee or other nominee, together with a voting instruction form. As the