DEF 14A of Arhaus, Inc.
Filed Mar 28, 2024 · FY20230001193125-24-079591
NOMINEES FOR ELECTION AT ANNUAL MEETING
NOMINEES FOR ELECTION AT ANNUAL MEETING
NOMINEES FOR ELECTION AT ANNUAL MEETING
| Bill Beargie | Age: 67 | Director Since 2021 |
NOMINEES FOR ELECTION AT ANNUAL MEETING
Bill Beargie has served as a member of our Board since 2021, served as a member of the Board of Directors of Arhaus, LLC since 2014, and joined the Board of Directors of the predecessor of Arhaus, LLC in 2001. Mr. Beargie served as a CPA for Card, Palmer, Sibbison & Co. from 2015 until his retirement in 2023. Mr. Beargie was Chief Financial Officer and Administrative Vice President of Arhaus from 1987 to 1997. We believe Mr. Beargie is qualified to serve on our Board of Directors because of his extensive experience in accounting and finance and his familiarity with the Company as its former Chief Financial Officer.
NOMINEES FOR ELECTION AT ANNUAL MEETING
| Gary Lewis | Age: 65 | Director Since 2021 |
NOMINEES FOR ELECTION AT ANNUAL MEETING
Gary Lewis has served as a member of our Board since 2021, served as a member of the Board of Directors of Arhaus, LLC since January 2014, and joined the Board of Directors of the predecessor to Arhaus, LLC in September 2013. Mr. Lewis has been a principal at GLA Real Estate since 2013. Prior to his role at GLA Real Estate, Mr. Lewis was Senior Executive Vice President and President of the Mall Leasing Division at Simon Property Group from 1986 to 2013. Mr. Lewis also guest teaches in the Ring Distinguished Speakers series in the Bergstrom Center for Real Estate in the Warrington College of Business Administration at the University of Florida and is a member of the International Council of Shopping Centers (ICSC). We believe Mr. Lewis is qualified to serve on our Board of Directors because of his substantial experience in retail real estate, including the representation of landlords and tenants in lease negotiations, and experience leading and overseeing new construction, renovations, and expansions of retail and mixed-use projects.
NOMINEES FOR ELECTION AT ANNUAL MEETING
| John Reed | Age: 69 | Chairman and Director Since 2021 |
NOMINEES FOR ELECTION AT ANNUAL MEETING
John Reed has served as a member of our Board since July 2021. He co-founded Arhaus in 1986 and has served on the Board of Directors of Arhaus, LLC as Chairman since its formation in December 2013, and served as our Chief Executive Officer (“CEO”) from January 1997 through December 2015 and since February 2017 through the reorganization into Arhaus, Inc. We believe Mr. Reed is qualified to serve on our Board of Directors because of, among other things, his extensive knowledge and experience with the business and his role as our Founder(1) and CEO. (1) “Founder” refers to John Reed and when used in the context of ownership of our securities, includes trusts or other entities controlled by him that hold Class B common stock.
NOMINEES FOR ELECTION AT ANNUAL MEETING
| OTHER DIRECTORS |
NOMINEES FOR ELECTION AT ANNUAL MEETING
The following Directors have terms that expire in 2025 and 2026 and will continue to serve as Directors following the Annual Meeting.
NOMINEES FOR ELECTION AT ANNUAL MEETING
| Albert Adams | Age: 73 | Director Since 2021 Term Expires: 2025 |
NOMINEES FOR ELECTION AT ANNUAL MEETING
Albert Adams has served as a member of our Board since July 2021, on the Board of Directors of Arhaus, LLC since 2014, and joined the Board of Directors of the predecessor of Arhaus, LLC in 2001. Mr. Adams joined Baker & Hostetler LLP in 1977, became a partner in 1984, and served as a member of its governing body between 1993 to 2014. Mr. Adams’ practice is in the business and corporate areas, with special emphasis on the structuring and financial aspects of business transactions. Mr. Adams has served as a director of numerous private businesses and seven public companies. He also has been a board member or trustee of a number of community and charitable organizations, including the Cleveland Chapter of the American Red Cross, the Center for Families and Children, the Greater Cleveland Roundtable, the Greater Cleveland Sports Commission, the Corporate College (a division of Cuyahoga Community College), the Western Reserve Historical Society, Learning Disability Associates, and the Karamu Playhouse. We believe Mr. Adams is qualified to serve on our Board of Directors because of his combination of legal and business skills and his extensive experience in advising public and private companies in various capacities, including with respect to capital markets activity, business combinations, and corporate governance.
NOMINEES FOR ELECTION AT ANNUAL MEETING
| Alexis DePree | Age: 45 | Director Since 2023 Term Expires: 2026 |
NOMINEES FOR ELECTION AT ANNUAL MEETING
Alexis DePree has served as a member of our Board since March 2023. Ms. DePree has served as Chief Supply Chain Officer of Nordstrom, Inc. since January 2020. Ms. DePree previously served as Vice President of Americas Sort Centers at Amazon.com, Inc. from 2018 to 2020, and as Amazon’s Vice President of Global Supply Chain Operations from 2016 to 2018. From 2007 to 2016, she held executive positions with increasing responsibility at Target Corporation, prior to which she was employed at Dell Technologies Inc. in various leadership positions from 2001 to 2005. We believe Ms. DePree is qualified to serve on our Board of Directors because of her significant supply chain experience in the retail industry.
NOMINEES FOR ELECTION AT ANNUAL MEETING
| Rick Doody | Age: 65 | Director Since 2021 Term Expires: 2026 |
NOMINEES FOR ELECTION AT ANNUAL MEETING
Rick Doody has served as a member of our Board since 2021 and served as a member of the Board of Directors of Arhaus, LLC since January 2014. Mr. Doody was the chair and founder of Bravo/Brio Restaurant Group (BBRG) and served as CEO and then its chairman from 1992 until it was sold in 2018. Mr. Doody owns six restaurant concepts in the Cleveland area: Cedar Creek Grille, 17 River Grille, Lindey’s Lake House, Jojo’s Bar and Bar Italia (2). Mr. Doody is a member of the World Presidents’ Organization (WPO) and serves on the boards of Lindey’s, Stella Maris Rehabilitation Center, and the Boys and Girls Club of Cleveland. We believe Mr. Doody is qualified to serve on our Board of Directors because of his substantial management, operational, and entrepreneurial experience related to restaurant concepts and site selection.
NOMINEES FOR ELECTION AT ANNUAL MEETING
| Andrea Hyde | Age: 59 | Director Since 2021 Term Expires: 2026 |
NOMINEES FOR ELECTION AT ANNUAL MEETING
Andrea Hyde has served as a member of our Board since 2021 and served as a member of the Board of Directors of Arhaus, LLC since January 2018. Ms. Hyde is the founder and President of Hyde & Chic Inc., a business growth strategy consulting firm, and has been a director of Awake Chocolate since 2022. Prior to founding Hyde & Chic Inc. in January 2018, Ms. Hyde was Chief Executive Officer of Draper James from 2014 to 2017. Prior to her role at Draper James, Ms. Hyde was President of Burch Creative Capital, President & Chief Executive Officer of French Connection USA, and Senior Vice President of Global Marketing and Communications at Kenneth Cole Productions. We believe Ms. Hyde is qualified to serve on our Board of Directors because of her extensive experience in managing, marketing, and branding lifestyle retail concepts and knowledge of omni-channel platforms.
NOMINEES FOR ELECTION AT ANNUAL MEETING
| John Kyees | Age: 77 | Director Since 2021 Term Expires: 2025 |
NOMINEES FOR ELECTION AT ANNUAL MEETING
John Kyees has served as a member of our Board since 2021 and served as a member of the Board of Directors of Arhaus, LLC since November 2011. He is currently the President of Kyees Construction. Mr. Kyees has held the Chief Financial Officer role at the following retailers: Urban Outfitters, Inc. from 2003 to 2010, bebe Stores, Inc. from 2002 to 2003, Skinmarket from 2000 to 2002, Ashley Stewart from 1997 to 2002, Express (Division of the Limited) from 1984 to 1997, and Chas. A. Stevens (Division of Hartmarx) from 1982 to 1984. Mr. Kyees recently served on the board of directors of Vera Bradley from 2010 to 2022 as lead independent director and formerly served as chair of the audit committee, and he previously served as chair and a director of Destination XL Group, Inc. We believe Mr. Kyees is qualified to serve on our Board of Directors because of his extensive executive-level retail experience having served as Chief Financial Officer for several prominent retailers.
NOMINEES FOR ELECTION AT ANNUAL MEETING
| John M. Roth | Age: 65 | Director Since 2021 Term Expires: 2025 |
NOMINEES FOR ELECTION AT ANNUAL MEETING
John M. Roth has served as a member of our Board since 2021 and served as a member of the Board of Directors of Arhaus, LLC since January 2014. Mr. Roth joined Freeman Spogli in 1988 and has been a partner since 1993. Mr. Roth previously served as a director of Floor & Decor Holdings, Inc. from November 2010 to December 2020 and El Pollo Loco Holdings, Inc. from 2007 to August 2023. We believe Mr. Roth is qualified to serve on our Board of Directors because of his extensive experience as a Board member of numerous retail and consumer businesses and his experience and insights into strategic expansion opportunities, capital markets, and capitalization strategies.
NOMINEES FOR ELECTION AT ANNUAL MEETING
| GOVERNANCE |
Contacting the Board of Directors
| DIRECTOR COMPENSATION |
Contacting the Board of Directors
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation | Total | | Albert Adams | $120,000 | $110,004 | - | $230,004 | | Bill Beargie | $75,000 | $110,004 | - | $185,004 | | Brad Brutocao (2) | - | - | - | - | | Alexis DePree (3) | $62,500 | $110,004 | - | $172,504 | | Rick Doody | $75,000 | $110,004 | - | $185,004 | | Andrea Hyde | $90,000 | $110,004 | - | $200,004 | | John Kyees | $95,000 | $110,004 | - | $205,004 | | Gary Lewis | $90,000 | $110,004 | - | $200,004 | | John M. Roth | - | - | - | - |
Details of our Compensation Program
| • | support long-term sustainable business growth by attracting, retaining and motivating innovative, effective, and engaged leaders; |
Details of our Compensation Program
| • | create incentives aligned with achievement of the Company’s goals to drive long-term sustainable value for all our stakeholders. |
Details of our Compensation Program
We have historically maintained an annual cash incentive program providing for payouts based on the achievement of Company performance objectives. Prior to our IPO, we also granted incentive units to our executives, which units were exchanged for restricted shares of Class A common stock or Class B common stock in connection with the IPO. These incentive programs were designed to reward achievement of our long-term business objectives while promoting executive retention and reinforcing executive interest in Arhaus and its performance. As Arhaus grows, we intend to continue to emphasize “at-risk” compensation based on the achievement of performance objectives in order to drive our performance objectives and appropriately align the financial interests of our executive officers to those of our stockholders. Determination of Executive Compensation The Compensation Committee is responsible for establishing, implementing, and monitoring adherence to the Company’s compensation philosophy for the CEO and other executive officers. In making executive compensation determinations, the Compensation Committee works together with our CEO to review the effectiveness of our program and determine awards for our executives (other than with respect to his own compensation). The Committee also retained Aon Hewitt, an independent compensation consultant (the “Compensation Consultant”), in 2023 to advise on executive compensation matters. The Compensation Consultant reports directly to the Compensation Committee and, pursuant to the Compensation Committee’s instructions, advises the Committee and management on the design of appropriate executive compensation plans, analyzes the effectiveness of existing plans, and conducts market research for the competitiveness of base salary, annual incentive levels, and long-term incentive awards. The Compensation Consultant did not provide any additional services to the Company during 2023. In connection with its engagement of the Compensation Consultant, the Committee conducted a conflict of interest assessment of Aon Hewitt and found that no conflicts of interest exist. Elements of our Executive Compensation Program The Company’s executive compensation program consists of the following elements, each established in order to achieve the compensation objective specified below:
Details of our Compensation Program
| Compensation Element | Desired Objectives and Key Features | | Base Salary | Attracts and retains key talent by offering base cash compensation at competitive levels | | Cash-Based Incentive Compensation | Provides short-term incentives based on the Company’s annual performance | | Equity Compensation | Provides long-term equity incentives to align the interests of our named executive officers and stockholders and to retain key talent | | Severance and Other Benefits Potentially Payable upon Termination of Employment or Change in Control | Creates clarity around termination or change in control events and provides for retention of executives | | Health and Welfare Benefits | Offers market-competitive benefits |
Cash-Based Incentive Compensation
Cash-Based Incentive Compensation We consider annual cash incentive bonuses to be an important component of our total compensation program. Annual Incentive Plan For fiscal year 2023, the Compensation Committee adopted a cash-based incentive plan, the Arhaus Incentive Plan (“AIP”), in which certain team members, including our named executive officers, participated. Each participant had a target incentive amount based on a percentage of base salary for 2023 (“Target Incentive”). In fiscal year 2023, the Target Incentives for our named executive officers were as follows:
Equity Compensation
Equity Compensation In connection with our IPO, the Board adopted the 2021 Equity Incentive Plan in order to facilitate the grant of cash and equity incentives to Directors, team members (including our named executive officers), and consultants of the Company and certain of its affiliates and to enable the Company and certain of its affiliates to obtain and retain the services of these individuals, which is essential to our long-term success. A substantial portion of compensation for our executive officers (other than John Reed) is in the form of long-term equity compensation. For 2023, equity compensation consisted of restricted stock units (“RSUs”) and performance stock units (“PSUs”) from the 2021 Equity Incentive Plan. This design ensures that the majority of compensation opportunity is linked to the Company’s financial performance. Each RSU represents a contingent right to receive one share of the Company’s Class A common stock upon vesting. The RSUs vest in one-third increments on each of the first, second and third anniversary of the date of grant, provided that the executive officer continues to serve the Company through the applicable vesting date (“Continuous Service”). Each PSU represents a contingent right to receive one share of the Company’s Class A common stock. The number of PSUs earned will be based on the Company’s financial performance as measured against pre-established target goals for (1) cumulative demand revenue and (2) a cumulative adjusted EBITDA metric over the performance period beginning on January 1, 2023 and ending on December 31, 2025 (the “Performance Period”). PSUs will vest as of the end of the Performance Period subject to the executive officer’s Continuous Service, but will not settle and payout until the number of PSUs earned is determined by the Compensation Committee. The executive officer may earn between 0% and 200% of the PSU Target Award based on the Company’s achievement of the performance goals. During 2023, the Compensation Committee approved the equity awards set forth in the table below.
Equity Compensation
| Named Executive Officer | RSUs | PSUs Target Award | | John Reed | 0 | 0 | | Lisa Chi (1) | 157,019 | 21,057 | | Venkat Nachiappan (2) | 155,615 | 16,846 |
Equity Compensation
| (1) Includes (i) 7,019 RSUs granted on March 10, 2023, (ii) 150,000 RSUs granted on November 9, 2023, and (iii) 21,057 PSUs granted on March 10, 2023. |
Equity Compensation
| (2) Includes (i) 5,615 RSUs granted on March 10, 2023, (ii) 150,000 RSUs granted on November 9, 2023, and (iii) 16,846 PSUs granted on March 10, 2023. |
Health and Welfare Benefits
| • | short-term and long-term disability insurance; and |
Severance and Other Benefits Payable upon Termination of Employment or Change in Control
Severance and Other Benefits Payable upon Termination of Employment or Change in Control Our named executive officers, except Mr. Reed, have employment agreements with the Company, pursuant to which they are entitled to receive certain benefits upon qualifying termination. See the section “Potential Payments upon Termination or Change in Control” below for additional information regarding these benefits. The following table shows the elements of compensation paid or earned during fiscal years 2023 and 2022 for each of our named executive officers.
Severance and Other Benefits Payable upon Termination of Employment or Change in Control
| SUMMARY COMPENSATION TABLE |
Severance and Other Benefits Payable upon Termination of Employment or Change in Control
| Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards (3) | Non-Equity Incentive Plan Compensation (4) | All Other Compensation (5) | Total | | | | $ | | | $ | $ | $ | | John Reed President and Chief Executive Officer | 2023 2022 | 1,445,231 1,379,953 | 173,428 — | — — | 520,283 1,655,944 | 735,035 563,941 | 2,873,977 3,599,838 | | Lisa Chi Chief Merchandising Officer | 2023 | 456,185 | 43,357 | 1,489,037 | 130,071 | 11,803 | 2,130,453 | | Venkat Nachiappan Chief Information Officer | 2023 | 412,923 | 41,292 | 1,436,032 | 123,877 | 14,490 | 2,028,614 |
Severance and Other Benefits Payable upon Termination of Employment or Change in Control
| OUTSTANDING EQUITY AWARDS AT 2023 YEAR END |
Severance and Other Benefits Payable upon Termination of Employment or Change in Control
| (1) All outstanding equity awards reported in this table were granted under either the pre-IPO plan (in the case of awards granted pre-IPO) or the 2021 Equity Incentive Plan (in the case of awards granted since our IPO). Restricted shares were exchanged for incentive units granted under the pre-IPO plan at the time of the IPO and in connection with the reorganization as described herein. |
Venkat Nachiappan
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |
Potential Payments upon Termination
Potential Payments upon Termination The following is a description of the payments that may be made to our named executive officers upon several events of termination or a change in control. Pursuant to the employment agreements with each of Ms. Chi and Mr. Nachiappan, if the named executive officer’s employment is terminated by the Company without Cause, then, subject to her or his timely signing and non-revocation of a release of claims, she or he will be entitled to: (i) a lump sum payment equal to six (6) months of base salary and (ii) a lump sum amount equal to six (6) months of COBRA.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (as computed in accordance with Item 402 of Regulation S-K) and certain financial performance of the Company. “Compensation actually paid” does not reflect the actual amount of compensation earned or paid to an executive officer, and may differ significantly because of the impact of equity awards. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation.”
Pay Versus Performance
| FISCAL YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) | COMPENSATION ACTUALLY PAID TO PEO(2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs(3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs(4) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON TOTAL SHAREHOLDER RETURN(5) | NET INCOME (millions)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (h) | | 2023 | $2,873,977 | $2,873,977 | $2,079,534 | $2,828,227 | $92.58 | $125 | | 2022 | $3,599,838 | $(886,579) | $1,261,987 | $263,241 | $76.17 | $137 |
Pay Versus Performance
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Reed (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
Pay Versus Performance
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Reed, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Reed during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Reed’s total compensation for each year to determine the compensation actually paid: |
Pay Versus Performance
| FISCAL YEAR | REPORTED SUMMARY COMPENSATION TABLE TOTAL FOR PEO | AVERAGE REPORTED VALUE OF EQUITY AWARDS(a) | AVERAGE EQUITY AWARD ADJUSTMENTS(b) | COMPENSATION ACTUALLY PAID TO PEO | | 2023 | $2,873,977 | $— | $— | $2,873,977 | | 2022 | $3,599,838 | $— | $(4,486,417) | $(886,579) |
Pay Versus Performance
| (a) The grant date fair value of equity awards represents the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| (b) Mr. Reed did not receive equity awards during 2023 or 2022. The average equity award adjustment of $(4,486,417) made in 2022 relates to the change in the fair value (from prior year-end to vesting date) of all Stock Awards granted in any prior fiscal year that vested. |
Pay Versus Performance
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers as a group (excluding Mr. Reed) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Mr. Reed) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Lisa Chi and Venkat Nachiappan; and (ii) for 2022, Dawn Phillipson and Kathy Veltri. |
Pay Versus Performance
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Reed), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Reed) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Reed) for each year to determine the compensation actually paid, using the same methodology described above: |
Pay Versus Performance
| FISCAL YEAR | AVERAGE REPORTED SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs | AVERAGE REPORTED VALUE OF EQUITY AWARDS(a) | AVERAGE EQUITY AWARD ADJUSTMENTS(b) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs | | 2023 | $2,079,534 | $1,462,535 | $748,693 | $2,828,227 | | 2022 | $1,261,987 | $287,500 | $(998,746) | $263,241 |
Pay Versus Performance
| (a) The grant date fair value of equity awards represents the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| (b) Description of average equity award adjustments: |
Pay Versus Performance
| | 2023 | 2022 | | Deduction of the grant date fair value of awards reported in the “Stock Awards” column of the Summary Compensation Table (Stock Awards) for the covered year | $(1,462,535) | $(287,500) | | Addition of the year-end fair value of all Stock Awards granted during the covered fiscal year that are outstanding and unvested | 2,076,932 | 487,500 | | Change in the year-end fair value (from prior year-end) of all Stock Awards granted in any prior fiscal year that are outstanding and unvested | 136,444 | (608,698) | | Change in the fair value (from prior year-end to vesting date) of all Stock Awards granted in any prior fiscal year that vested | (2,148) | (590,048) | | Total adjustments | $748,693 | $(998,746) |
Pay Versus Performance
| (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
Pay Versus Performance
| (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table Relationship Between Financial Performance Measures We are providing the following graphics to illustrate the relationship between the “compensation actually paid” to our CEO and our NEOs (excluding the CEO) and Company performance as set forth and described in and under the “Pay versus Performance Table,” including the Company cumulative total shareholder return (“TSR”) and net income.
Narrative Disclosure to Pay Versus Performance Table
| PROPOSAL TWO: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION |
Narrative Disclosure to Pay Versus Performance Table
Commonly referred to as a “say-on-pay” vote, this is a proposal for our stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”). Accordingly, we ask our stockholders to vote on the following resolution at the Annual Meeting: “RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the Annual Meeting, including the disclosures in the Executive Compensation section, the Summary Compensation Table, and the other related tables and disclosures.” This vote is advisory, and therefore not binding, on the Company, our Board of Directors or the Compensation Committee. Our Board and our Compensation Committee value the opinions of our stockholders, and to the extent there is any significant vote against this Proposal Two, we will consider our stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.