Value Maximization Proposals

Vote CASE-BY-CASE on shareholder proposals seeking to maximize shareholder value by either:

• Hiring a financial advisor to explore strategic alternatives

• Selling the company, or

• Liquidating the company and distributing the proceeds to shareholders

These proposals should be evaluated based on the following factors:

• Prolonged poor performance with no turnaround in sight

• Signs of entrenched board and management (such as the adoption of antitakeover defenses)

• Strategic plan in place for improving value

• Likelihood of receiving reasonable value in a sale or dissolution

• Company actively exploring its strategic options, including retaining a financial advisor