The New York Stock Exchange ("NYSE") Listed Company Manual requires shareholder approval of certain significant matters. These matters include (i) adoption of, or material amendment to, equity compensation plans; (ii) stock issuances in excess of 20% of the outstanding voting power; (iii) stock issuances to certain related parties; and (iv) stock issuances that would result in a change in control. Prior to an amendment that took effect on July 11, 2013, in order to satisfy the shareholder approval requirement (i) a majority of the votes cast must have approved the matter and (ii) the total votes cast must have represented over 50% in interest of all securities entitled to vote. The amendment removes the second prong of the shareholder approval requirement. In the release announcing the amendment, the NYSE states that NYSE-listed companies are subject to quorum requirements under the laws of their states of incorporation and their governing documents, and that requiring companies to comply with a separate NYSE quorum requirement causes confusion and is not necessary for investor protection.

SEC Rel. No. 34-69970, File No. SR-NYSE-2013-47 (July 11, 2013)