Director Independence
Our common stock is listed on the New York Stock Exchange. Under the listing standards of the New York
Stock Exchange, independent directors must comprise a majority of a listed company’s board of directors. In
addition, the listing standards of the New York Stock Exchange require that, subject to specified exceptions, each
member of a listed company’s audit, compensation, and nominating and corporate governance committees be
independent. Under the listing standards of the New York Stock Exchange, a director will only qualify as an
“independent director” if, in the opinion of that listed company’s board of directors, that director does not have a
relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a
director.