Size of Board and Selection Process

In accordance with the Company’s Bylaws, the number of Directors shall be determined from time to time by resolution of the Board of Directors. Directors are elected at each annual meeting of Shareholders to hold office until the next succeeding annual meeting of Shareholders and until their successors shall have been elected and qualified or until their earlier death, retirement, resignation, or removal for cause.

The Board shall annually propose a slate of nominees to the Shareholders for election to the Board, based on the recommendations of the Nominating and Corporate Governance Committee. The Board also has the authority to fill Board vacancies that occur between annual meetings of Shareholders.