Ratification of Deloitte & Touche LLP as independent registered public accounting firm

The matter

Holders are asked to ratify the audit committee's selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2026. The company's organizational documents do not require this vote and it puts the question to holders as a matter of good practice. If holders do not ratify the selection, the audit committee will reconsider it but may still retain the firm.

Standard at the meeting

Majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter

An abstention

counts as a vote against

A broker non-vote

has no effect

Routine for brokers

yes

Read from that filing/where the two differ, the filing governs/the board recommendation is context and changes no record

Intent, not a shareholder vote/weights are re-read at the cutoff, and can only fall