Perspectives on Proxy Solicitation and its Role in Activist Campaigns Bruce H. Goldfarb, President and Chief Executive Officer Materials prepared for Southeastern Chapter Conference of Society of Corporate Secretaries and Governance Professionals Atlanta, Georgia October 2015

Okapi Partners LLC Leading Proxy Solicitor and Information Agent Help Clients Obtain Shareholder Support and Approval M&A Transactions Equity and Debt Tender Offers Hostile Takeover Defense Proxy Contests Corporate Governance Issues Executive Compensation Unparalleled Relationships Focus on Client Service Experienced Team of Senior Professionals 2

Our Solicitation Process Step One: Investor Identification Step Two: Proposal Identification Step Three: Evaluation of Solicitation Process and Alternatives Step Four: Effective Solicitation of Investors Step Five: Shepherding the Vote 3

Stockholder ID The Stockholder Identification process at Okapi Partners combines art, science, and elbow-grease to help clients go beyond 13F filings to understand who the investors are now. Record Date Stockholders Short Interest Options Monitoring DTC LIST 13F Filings Phone Calls & “Hedge Fund Scouring” 4

Evaluation of Solicitation Process and Alternatives The Key To A Successful Solicitation is Planning Ahead New Solicitation Strategies – Where to Begin  Analyze stockholder base  Consider stockholder composition within the specific context of the campaign  Setting meeting date and record date – these dates can have an impact  Create vote projection(s) for respective proposals and campaign scenarios  Develop appropriate response scenarios o Segment solicitation and communication strategies for different stockholders (retail institutional, proxy advisory, etc.) o Plan strategy for communication with Institutional Shareholder Services (ISS) and Glass Lewis o Use appropriate solicitation communication technologies Internet and Social Media Vote by Phone (OnPhone Voting™) Mail “Traditional” Media 5

Piecing The Puzzle Together  Who owns my shares today?  Who is buying/selling?  Where are the trades settling?  Are there shares on loan?  What is our real short interest?  Is my stock expensive to borrow?  What is happening with our options?  Which brokers are trading my stock?  What does the street think about my stock? Stockholder ID is the foundation to successful client campaigns. It is crucial to identify current investors to effectively craft the solicitation campaign. 6

Analyzing Stockholder Base Highlights Differences of Approach Among Investors Retail Activists Hedge Funds Public Pension Funds Quant Funds Index Funds Active Managers  Portfolio manager influence can be significant  Hold at Custodial Banks  Typically receive research from ISS/GL  May vote case-by-case  Hold at Custodial Banks  Heavily influenced by ISS/GL  Frequently automatic ISS/GL  Generally do not interact with companies  Hold at Custodial Banks  Usually automatic ISS/GL  May pursue governance activism  Hold at Custodial Banks  Heavily influenced by ISS/GL  May have custom voting policy  Often support activist agenda  Hold at Prime Brokers and Custodial Banks  May subscribe to ISS/GL  Typically vote case-by-case on activist matters  Hold directly and through derivatives  Transaction focused  Hold at Prime Brokers and Custodial Banks  May subscribe to ISS/GL  Vote case-by-case on activist matters  May be difficult to reach in activist situations or proxy fights  Hold on Registered List and at Retail/Discount Brokers  Tend to support management  Hearts and minds can be won through outreach 7

Why the DTC List is Important Understanding the profile of a specific custodian and the various accounts within its custody provides important information about buyers and sellers. JP Morgan # Commonly custodies Index Funds JP Morgan #352 (F/K/A Bear Stearns) either Prime Broker or retail clients JP Morgan #902 - Traditional JP Morgan Institutional custody account Morgan Stanley #50 - Prime Broker Morgan Stanley #15 - Retail custody accounts comprised of former Dean Witter and Smith Barney accounts State Street #997 – Traditional Institutional Custodian State Street #2767 – Segregated account for Blackrock’s securities 8

Perception vs. Reality The Dangers of Relying on Publicly Available Filings *Most Public Filings are only made available once a quarter and typically have a 45-day lag before they are published 9

Contact Information 437 Madison Avenue - 28 th Floor New York, New York Bruce H. Goldfarb