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This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters.
Board
Voting Items Recommends
1. ELECTION OF TEN DIRECTORS OF THE COMPANY: |
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Nominees: |
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1) ROBERTO R. HERENCIA 06) STEVEN P. KENT 2) PHILLIP R. CABRERA 07) WILLIAM G. KISTNER 3) ANTONIO DEL VALLE PEROCHENA 08) ALBERTO J. PARACCHINI 4) MARY JO S. HERSETH 09) PAMELA C. STEWART 5) MARGARITA HUGUES VÉLEZ 10) CARLOS RUIZ SACRISTÁN |
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2. TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT. |
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3. TO APPROVE THE ADOPTION OF THE COMPANY’S 2026 OMNIBUS INCENTIVE COMPENSATION PLAN AS DESCRIBED IN THE PROXY STATEMENT. |
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4. TO APPROVE AN AMENDMENT TO THE COMPANY’S EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE OFFERED UNDER THE PLAN AS DESCRIBED IN THE PROXY STATEMENT. |
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5. TO RATIFY THE APPOINTMENT OF BAKER TILLY US, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026. |
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In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. This proxy when properly executed will be voted as directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR THE NOMINEES in Proposal 1 and FOR Proposals 2, 3, 4 and 5. |
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V93811-P51892