gic-20230426

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Global Industrial Company

(Name of Registrant as Specified in Its Charter)

________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April 26, 2023

Dear Fellow Stockholders:

We are pleased to invite you to attend virtually the 2023 Annual Meeting of Stockholders (the "Annual Meeting") of Global Industrial Company on Monday, June 5, 2023 at 12:00 p.m. Eastern Time. The Annual Meeting will be exclusively conducted via live audio webcast, a format designed to improve stockholder access, and save Global Industrial and our stockholders time and money.

At the Annual Meeting, stockholders will vote on the matters described in the accompanying Notice of 2023 Annual Meeting of Stockholders and Proxy Statement and any other matters properly brought before the Annual Meeting.

As in prior years, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time, lowering the costs and reducing the environmental impact of the Annual Meeting.

The Notice of 2023 Annual Meeting of Stockholders on the following page contains instructions on how to vote by Internet, by telephone or, if you received a proxy card, by mail.

Please take the time to carefully read the Notice of 2023 Annual Meeting of Stockholders and Proxy Statement that follow. Whether or not you plan to attend the Annual Meeting, please ensure that your shares are represented by giving us your proxy. You can do so by telephone, by Internet, or, if you received a proxy card, by signing and dating your proxy card and returning it by mail in the enclosed postage-paid envelope.

We look forward to your participation in the Annual Meeting.

Sincerely,

Barry Litwin

Chief Executive Officer

Global Industrial Company

11 Harbor Park Drive

Port Washington, NY 11050

Notice of 2023 Annual Meeting of Stockholders


Date and Time:			Monday, June 5, 2023 at 12:00 p.m. Eastern Time

Location:			The annual meeting of stockholders (the "Annual Meeting") of Global Industrial Company (the "Company" or "Global Industrial") will be a completely virtual meeting of stockholders, which will be held via live audio webcast. You will be able to participate in the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/GIC2023, and using your 16-digit control number. Because the Annual Meeting is virtual and being held via live webcast, stockholders will not be able to attend the Annual Meeting in person. Details regarding how to participate in the Annual Meeting online are more fully described in the Proxy Statement.

Purpose:			(1)To vote on the election of the eight director nominees named in the Proxy Statement.

			(2)To vote on the ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2023

			(3)To vote on an advisory (non-binding) basis on the compensation of the Company's named executive officers.

			(4)To vote on an advisory (non-binding) basis on the frequency of future advisory votes on executive compensation.

			(5)To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Who may vote:			Stockholders of record at the close of business on April 11, 2023 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement.

By order of the Board of Directors,

Adina G. Storch, Esq.

Senior Vice President, General Counsel and Corporate Secretary

April 26, 2023

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on June 5, 2023. The Notice of the 2023 Annual Meeting of Stockholders, the Proxy Statement and the 2022 Annual Report are available at www.proxyvote.com or on our website at www.globalindustrial.com.

Table of Contents


Proxy Statement Executive Summary			1
General Information			8
Frequently Asked Questions			12
Proposal No. 1 – Election o f Directors			14
Corporate Governance			18
Corporate Governance Overview			18
Commitment to Stockholder Engagement			18
Corporate Governance Documents			19
Board Composition			18
Board Leadership Structure			19
Identification and Evaluation of Director Candidates			20
Board Experience and Skills			20
Board and Committee Performance Self-Evaluations			21
Director Independence			24
Risk Oversight			22
No Director Overboarding			23
New Director Orientation			23
Board Meetings			24
Meetings of Non-Management Directors			24
Lead Independent Director			24
Committees of the Board			25
Communicating with the Board			28
Corporate Responsibility at Global Industrial			29
Environmental, Social and Governance Initiatives			29
Human Capital Management ("HCM")			34
Director Compensation			36
General Policy			36
Non-Management Director Compensation in Fiscal Year 2022			36
Executive Officers			37
Compensation Discussion and Analysis			40
Executive Summary			40
Central Objectives and Philosophy of Our Executive Compensation Programs			40
Pay and Governance Practices			41
Risk Management and Pay Alignment			41
Role of the Compensation Committee in Compensation Decisions			42
Say-On-Pay Responsiveness			44
Senior Executive Compensation Plan			44
Benefits, Perquisites and Other Compensation			52
Anti-Hedging and Anti-Pledging Policy			52
Stock Ownership Guidelines			52
Tax Deductibility of Compensation			52


Compensation Committee Report			53
Compensation Committee Interlocks and Insider Participation			53
Executive Compensation			54
Summary Compensation Table			54
Grants of Plan-Based Awards			55
Outstanding Equity Awards at Year-End for Fiscal Year 2022			56
Option Exercises and Stock Vested f or Fiscal Year 2022			57
Employment Arrangements with Named Executive Officers			58
Potential Payments Upon Termination of Employment or Change in Control			59
CEO Pay Ratio Disclosure			64
Pay Versus Performance			65
Background			65
Pay Versus Performance Table			65
Tabular List of Financial Performance Measures			66
Pay Versus Performance Relationship Descriptions			67
Proposal No. 2 – Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Auditor for Fiscal Year 2023 for fiscal year 2023			69
Fees Paid to our Independent Auditor			69
Audit Committee Pre-Approval Policy			69
Report of the Audit Committee			70
Proposal No. 3 – Advisory (Non-Binding) Vote on the Compensation of our Named Executive Officers			71
Proposal No. 4 – Advisory (Non-Binding) Vote on the Frequency of Future Advisory Vote s on Executive Compensation			72
Security Ownership Information			73
Security Ownership of Certain Beneficial Owners and Management			73
Equity Compensation Plans			75
Certain Relationships and Related Transactions			76
Related Person Transaction Policy			76
Transactions with Related Persons			76
Additional Matters			77



Global Industrial Company 2023 Proxy Statement

Proxy Statement Executive Summary

The following is a summary which highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you are urged to read the entire Proxy Statement carefully before voting.

Information About Our 2023 Annual Meeting of Stockholders


DATE AND TIME:			Monday, June 5, 2023 at 12:00 p.m. Eastern Time
LOCATION:			Visit www.virtualshareholdermeeting.com/GIC2023 and use your 16-digit control number
RECORD DATE:			Tuesday, April 11, 2023

Items of Business and Board of Directors' Vote Recommendations


Proposal		Board Vote Recommendation	Page Number
Proposal 1:	To elect eight directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualify	ü FOR each director nominee	Page 14
Proposal 2:	To ratify the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2023	ü FOR	Page 69
Proposal 3:	Advisory (non-binding) vote to approve the compensation of the Company's named executive officers	ü FOR	Page 71
Proposal 4:	Advisory (non-binding) vote on the frequency of future advisory votes on executive compensation	1 Year	Page 72

Our Directors (Pages 14-17)

Name

Age

Director Since

Independent

N/CGC

Richard B. Leeds(1)

1995

Bruce Leeds

1995

Robert Leeds

1995

Barry Litwin(2)

2017

Chad M. Lindbloom(3)

2017

Yes

Paul S. Pearlman(3)

2019

Yes

Robert D. Rosenthal(3)

1995

Yes

Thomas R. Suozzi

2023

Yes

(1) Executive Chairman of the Board

(2) Chief Executive Officer

(3) Audit Committee Financial Expert

KEY: AC = Audit Committee CC = Compensation Committee

N/CGC = Nominating/Corporate Governance Committee EC = Executive Committee

= Member C = Chair



Global Industrial Company 2023 Proxy Statement \| 1

Information About Our Board and Principal Committees (Pages 24-27)


	Number of Members	Independent	Number of Meetings During 2022
Full Board of Directors	8	50%	11
Audit Committee	3	100%	8
Compensation Committee	4	100%	5
Nominating/Corporate Governance Committee	4	100%	5

Our Corporate Governance (Page 18)

We structure our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Please refer to the table on page 18 of this Proxy Statement for a more detailed description of our corporate governance practices.


WHAT WE DO:		WHAT WE DON'T DO:
✓	All Board Committees Composed 100% of Independent Directors	X	No Supermajority Voting Requirements
✓	Annual Board and Committee Self-Evaluations	X	No Poison Pill
✓	Regular Executive Sessions of Independent Directors	X	No Classified Board
✓	Active Board and/or Committee Oversight of Risk Management, Cybersecurity and ESG	X	No Material Restrictions on Stockholder Rights
✓	Strong Lead Independent Director, Elected Annually by and from the Independent Directors	X	No Overboarded Directors

Our Pay and Governance Practices (Page 41)

Our commitment to good governance is further reflected in our executive compensation philosophy designed to reinforce alignment between pay and performance. Our executive compensation program includes a number of features intended to reflect best practices in the market and to help ensure that the program reinforces our stockholders’ interests. Please refer to the table on page 41 of this Proxy Statement for a more detailed description of our pay and governance practices.


WHAT WE DO:		WHAT WE DON'T DO:
✓	Pay for Performance Alignment	X	Starting in 2023 No Dividends on Unearned Performance-Based Equity Awards
✓	Caps on Payouts of Annual Non-Equity Incentive Compensation	X	No Stock Trading Plans Without Committee Approval and Oversight
✓	Adoption of Minimum Stock Ownership Requirements for Our Executive Officers and Non-Management Directors to Reinforce Alignment with Stockholders	X	No Compensation or Incentives that Encourage Unnecessary or Excessive Risk-Taking
✓	“Double-trigger” Change in Control Provisions for Equity Awards	X	No Supplemental Retirement Benefits for Executives
✓	Independent Compensation Committee Advised by Independent Compensation Consultant	X	No Liberal Share Recycling



2 \| Global Industrial Company 2023 Proxy Statement

Corporate Responsibility at Global Industrial (Page 29)

As our name suggests, we at Global Industrial think of our corporate responsibility in global terms. As citizens of a global community, we embrace responsible environmental, social and governance ("ESG") stewardship as an essential part of our mission to build a successful business, and to affirm and align with the expectations of our stakeholders, which include our associates, customers, suppliers and stockholders. As stakeholder expectations change and evolve, including around ESG matters, we are committed to changing and evolving with them. We have a strong foundation upon which to do so, which includes investing in infrastructure and innovation, trusting and empowering our associates, supporting local communities in which our associates work and live, embracing a conservative approach to our own resource use, and providing products and services to our customers designed specifically to reduce resource consumption throughout their supply chains.

Environmental, Social and Governance Initiatives (Pages 29-33)

In 2021, we established a cross-disciplinary ESG Task Force to lead our ESG efforts. The ESG Task Force includes members from the Legal, Merchandising, Operations and Human Resources departments. The ESG Task Force not only gathered data about previous and ongoing ESG initiatives throughout our various business units, but also continues its working by charting ESG objectives for the Company moving forward. The progress of the ESG Task Force is tracked on an ongoing basis and is subject to oversight by management, our Nominating/Corporate Governance Committee and our Board.

In February 2022, the Nominating/Corporate Governance Committee, with unanimous Board support, committed to endeavoring to include, and requiring any search firm that it engages to endeavor to include, diverse candidates in initial pools of director nominees if and to the extent Board vacancies should arise. The Nominating/Corporate Governance Committee and Board fulfilled this commitment in the nomination and vetting process recently undertaken resulting in the appointment of Mr. Suozzi to our Board.

In September 2022, we released our inaugural ESG report available at www.globalindustrial.com/esg. Our inaugural report provides an overview of our ESG efforts and highlights our commitment to ESG initiatives looking forward. The creation of the ESG Report and the initiatives included reflect the universal commitment of our Board, executive team and our associates to our corporate mission of responsible stewardship.

We believe that these recent initiatives at the highest level of Global Industrial underscore the importance we place on ESG initiatives, and communicates a message to our various stakeholders, internal and external, that sustainability, diversity and inclusion are among our highest priorities as we continue to advance our business objectives.

We Support Our Associates’ Professional Development

We seek people that embody our core values, and work to give them a reason to stay. Through our values, we empower our human capital. Global Industrial offers a variety of formal and informal learning opportunities. We provide an online learning center so our associates can improve their skills and increase their value. In 2022, we launched a quarterly development series called “Path to Professionalism,” which is open to all associates in a supervisory role. In 2021, we launched a formal half-day leadership workshop, led by a professional executive coach, to help managers hone in on their leadership skills and ensure they are managing their teams in accordance with our Mission, Vision & Core Values.

We also encourage associates to expand their personal and professional growth through formal education of their own choosing. The Company offers tuition support in associate-selected areas of study. Full-time associates who have worked for the Company for at least three months may submit for partial reimbursement of academic tuition in their chosen areas of study. We invest in our associates to provide them with an opportunity to further develop their skills and knowledge, with an aim in creating a positive impact on their personal and professional growth.



Global Industrial Company 2023 Proxy Statement \| 3

We Support Our Associates' Health and Safety

The Company values safety across all levels of the organization. We believe that every associate has the right and responsibility to continually seek to prevent injuries and build a safe environment for everyone. The prevention of occupationally-induced injuries and illnesses is of paramount importance to our organization.

Our distribution center management trains our distribution center associates to abide by federal, state, and local laws and regulations, but also to go above and beyond to protect each team member. Associates are trained to remind each other of our safety principles and to proactively identify and mitigate risks.

The Company distributes weekly safety presentations to each member of distribution center management. These presentations contain a weekly safety theme, with specific daily pointers to achieve that safety objective. The daily topic is covered with distribution center associates before each shift starts in an effort to improve team communication and perpetually reinforce the Company’s commitment to safety.

We have implemented local safety committees at each distribution center to provide oversight, training, education, guidance and support to enhance the Company’s positive safety culture.

We Support a Positive Work Culture for our Associates

The Company has made a commitment to providing a work environment free from all forms of harassment or intimidation, including sexual harassment and bullying behavior. Harassment on the basis of race, color, religion, creed, national origin, citizenship, age, disability, pregnancy, sexual orientation, sexual preference, sexual identification, marital status, veteran status, domestic violence victim status, or any other category protected by federal, state, or local law is prohibited at our facilities, Company-sponsored events, work-related travel, over electronic systems or through social media.

Management and associates alike are subject to our Corporate Ethics Policy and Corporate Governance Guidelines and Principles. Global Industrial requires all associates to complete Code of Conduct and Ethics and Harassment Prevention trainings regularly.

We Support Community Outreach

Global Industrial's mission of social responsibility extends outward as well to include the communities we serve. The greatest contribution we believe we can make is to serve our customers and create opportunities for our associates within these communities. Over the years, Global Industrial has supported dozens of local and national non-profit organizations through charitable contributions and in-kind donations. In 2021, we began the process of restructuring our approach to community outreach to better align with our Mission, Vision & Core Values. Through the evolution of our enhanced community engagement, we support partners and programs that empower our local communities.

For example, in 2022, we had the privilege to support a charitable organization that provides leadership training and life skills education to girls in underserved communities.

Additionally, in 2022 in recognition of Autism Awareness Month, the Company hosted a toy and school supply drive. We further endorsed neurodiversity by supporting a local organization that employs young adults on the autism spectrum.

During the end of the year holidays, each of our facilities sponsors a local holiday donation drive to enable associates to donate items to those in need in their local areas. Recently, we sponsored food drives at each of our facilities.



4 \| Global Industrial Company 2023 Proxy Statement

Below are some highlights of our commitment to Environmental, Social and Governance principles:


Environmental	Social	Governance
•Foam Reduction Initiative Targeted for 2025: Global Industrial has begun to implement a “No Foam” initiative targeted at eliminating the use of foam packaging materials for Global Industrial Exclusive Brands™ products, absent unforeseen circumstances, by the end of 2025. Global Industrial Exclusive Brands™ include products from the Global Industrial®, Nexel® and Interion® lines.	•We Support Our Associates' Health and Safety: The Company values safety across all levels of the organization. We believe that every associate has the right and responsibility to continually seek to prevent injuries and build a safe environment for everyone. The prevention of occupationally-induced injuries and illnesses is of paramount importance to our organization.	•Independent Board Committees: Our Board’s principal committees, Audit, Compensation, and Nominating/Corporate Governance, are composed entirely of independent directors. The independent directors meet regularly in executive sessions without management. We have an independent Lead Director, who presides over the executive sessions of the independent directors and, as needed, acts as principal interlocutor between the independent and non-independent directors.
•Package Size Optimization: In our distribution centers, we use a software platform that optimizes and reduces the size of cardboard boxes when packaging our products. The platform endeavors to match product size to box size as closely as possible in an effort to improve space efficiency while reducing consumption of packaging materials.	•We Support a Positive Work Culture for Our Associates: The Company has made a commitment to providing a work environment free from all forms of harassment or intimidation, including sexual harassment and bullying behavior. We also promote our associates’ continued personal and professional development, through programs such as tuition assistance and access to online learning programs. In 2022 and 2023, the Company hosted a Women’s Leadership Forum and special programming in recognition of Black History Month.	•Board Oversight of Risk Management, Cybersecurity and ESG: The Board is responsible for the oversight of Global Industrial’s risk management process. Risk management is a recurring Board quarterly agenda item and is considered an essential part of business and operations planning. The Audit and Nominating/Corporate Governance Committees, respectively, exercise oversight of cybersecurity and ESG progress and initiatives.
•Efficient Shipping Practices: In addition to using software designed to optimize box selection when packaging our products, Global Industrial also strives to ensure, where possible, that in-stock Global Industrial Exclusive Brands™ products are shipped to our customers, from the distribution center closest to the delivery address. Shipping from the nearest distribution center increases efficiency while decreasing shipping time and fuel emissions.	•We Support Community Outreach: Global Industrial's mission of social responsibility extends outward as well to include the communities we serve. In 2022 in recognition of Autism Awareness Month, the Company hosted a toy and school supply drive. We further endorsed neurodiversity by supporting a local organization that employs young adults on the autism spectrum.	•Favorable Voting Practices: Annual election of directors by plurality vote, with no classified Board.

Human Capital Management (page 34)

We view responsible human capital management through both a quantitative and qualitative lens. At Global Industrial we believe that the first principle in responsible stewardship of human capital is ensuring that it is composition-based: developing a workforce that represents diversity of gender, race and ethnicity as well as diversity of skill and experience. Pursuit of these diversity goals fulfills a dual purpose of fostering employee wellness and inclusion, thereby enhancing a positive work culture, while also leading to higher quality decision-making that results from considering diverse perspectives and viewpoints.



Global Industrial Company 2023 Proxy Statement \| 5

Our Commitment to Diversity, Equity and Inclusion (page 35)

Consistent with the Company’s philosophy of inclusion, we continually strive to improve our inclusiveness initiatives, and look forward to improving metrics with respect to other historically underrepresented populations within our workforce as we continue to pursue our ESG initiatives. In 2022 and 2023, the Company hosted a Women’s Leadership Forum and special programming in recognition of Black History Month.

Our commitment to diversity and inclusion is exemplified by the composition of Global Industrial’s workforce. The makeup of our executive management team reflects our commitment to enhancing diversity with respect to gender, ethnicity and professional experience.

Under the Company’s new executive leadership, we have made important strides in gender diversity. Since Mr. Litwin’s appointment as CEO in January 2019, diversity of gender on the Company’s senior leadership team (comprising our Senior Vice Presidents) has increased by over 20 percentage points.

The Company’s significant progression toward gender diversity in its top executive leadership is represented below:

In July 2022, following the Company's 2021 recognition by Comparably for having one of the "Best CEOs for Women," the Company won an additional Comparably award for one of the "Best Leadership Teams."

We value not only the diversity of experience these professionals bring to our executive management, but also diversity of perspective they bring to our collective approach to problem solving. This commitment to diversity and inclusion is mirrored in the composition of Global Industrial’s workforce. Our worldwide workforce is made up of a diverse group of associates. In our most recent U.S. EEO-1 data as of December 2022, the demographic breakdown for self-reporting associates was 44% female and 56% male, and minorities constituted 55% of our workforce. The diversity of our associates is a top priority for the Company.



6 \| Global Industrial Company 2023 Proxy Statement

Independent Auditor (Page 69)

Ernst & Young LLP, an independent registered public accounting firm, served as the Company's independent auditor for fiscal year 2022. Our Audit Committee has selected Ernst & Young LLP to audit our financial statements for fiscal year 2023. Although it is not required to do so, the Board is submitting the Audit Committee’s selection of the Company's independent auditor for ratification by the stockholders at the Annual Meeting in order to ascertain the view of our stockholders regarding such selection. Below is summary information about the fees billed to us by Ernst & Young LLP for services during fiscal years 2022 and 2021, all of which were pre-approved by the Audit Committee:


Fee Category	2022 ($)	2021 ($)
Audit fees(1)	1,338,100	1,279,100
Audit-related fees(2)	0	0
Tax fees(3)	0	0
All other fees(4)	54,500	5,000
Total	1,392,600	1,284,100

(1)In accordance with the SEC’s definitions and rules, “audit fees” are fees that were billed to Global Industrial by Ernst & Young LLP for the audit of our annual financial statements, to be included in the Form 10-K, and review of financial statements included in the Form 10-Qs; for the audit of our internal control over financial reporting with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects; for the attestation of management’s report on the effectiveness of internal control over financial reporting; and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements.

(2)“Audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and internal control over financial reporting, including services in connection with assisting Global Industrial in our compliance with our obligations under Section 404 of the Sarbanes-Oxley Act and related regulations.

(3)Ernst & Young LLP did not provide any professional services for tax compliance, planning or advice in 2022 or 2021.

(4) Consists of fees billed for other professional services rendered to the Company.



Global Industrial Company 2023 Proxy Statement \| 7

PROXY STATEMENT

General Information

These proxy materials are being furnished to solicit proxies on behalf of the Board of Directors of Global Industrial Company for use at the Annual Meeting of Stockholders to be held virtually via live audio webcast on Monday, June 5, 2023 at 12:00 p.m. Eastern Time, or at any adjournments or postponements thereof.

The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/GIC2023 (the "Annual Meeting Website"), where you will be able to listen to and participate in the meeting live, submit questions and vote online.

These proxy materials include our Proxy Card, the Notice of 2023 Annual Meeting of Stockholders and Proxy Statement. These proxy materials and the Annual Report to Stockholders for the fiscal year ended December 31, 2022 (the "2022 Annual Report") are being sent or made available to our stockholders commencing on April 26, 2023.

Notice of Internet Availability of Proxy Materials

We have implemented the Securities and Exchange Commission's “Notice Only” rule that allows us to furnish our proxy materials over the Internet to our stockholders instead of mailing paper copies. As a result, beginning on or about April 26, 2023, we mailed to our stockholders of record on April 11, 2023 a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our proxy materials over the Internet and vote online. By furnishing a Notice and access to our proxy materials by the Internet, we are lowering the costs and reducing the environmental impact of the Annual Meeting.

The Notice is not a proxy card and cannot be used to vote your shares. If you received a Notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions on the Notice or on the website referred to in the Notice.

If you own shares of common stock in more than one account—for example, in a joint account with your spouse and in your individual brokerage account—you may have received more than one Notice. To vote all of your shares by proxy, please follow each of the separate proxy voting instructions that you received for your shares of common stock held in each of your different accounts.

Record Date

We have fixed the close of business on April 11, 2023 as the record date for determining our stockholders entitled to Notice of and to vote at the Annual Meeting.

On that date, we had 38,017,076 shares of common stock outstanding. Stockholders as of the record date will have one vote per share on each voting matter.

Quorum

The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, present virtually or represented by proxy, is necessary to constitute a quorum.

Abstentions and “broker non-votes” (discussed below) will be counted as present for purposes of establishing a quorum.