![]() Tate would qualify as an independent director, as such term is defined in the Nasdaq listing standards set forth in Section 4200(a)(15) of National Association of Securities Dealers Manual. The members of the Audit Committee are Messrs. ![]() The Audit Committee is not required to have a written charter and we have not yet chosen to adopt such a charter. The Audit Committee reviews our annual financial statements, the selection and work of our independent accountants and the adequacy of internal controls for compliance with corporate policies and directives. The Audit Committee provides assistance to the Board in satisfying its fiduciary responsibilities relating to the accounting, auditing, operating and reporting practices of MagStar. Shares represented by a Proxy Card voted as abstaining on any of the proposals will be treated as shares present and entitled to vote that were not cast in favor of a particular matter and thus will be counted as votes against that matter. ![]() ![]() Shares represented by a Proxy Card which includes any broker non-vote on a matter will be treated as shares not entitled to vote on that matter, and thus will not be counted in determining whether that matter has been approved. In general, shares of Common Stock and Preferred Stock, on an as-if-converted to Common Stock basis, represented in person or by a properly signed and returned Proxy Card will be counted as shares present and entitled to vote at the Annual Meeting for purposes of determining a quorum, without regard to whether the card reflects abstentions (or is left blank) or reflects a broker non-vote on a matter (i.e., a card returned by a broker on behalf of its beneficial owner customer that is not voted on a particular matter because voting instructions have not been received and the broker has no discretionary authority to vote). ![]()
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