þ	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)	Title of each class of securities to which transaction applies:

2)	Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)	Proposed maximum aggregate value of transaction:

5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)	Amount Previously Paid:

2)	Form, Schedule or Registration Statement No.:

3)	Filing Party:

4)	Date Filed:

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(1)

Each director will be elected by a plurality of the votes cast at the meeting. This means that the two individuals nominated for election to the Board of Directors at the meeting receiving the highest number of “FOR” votes will be elected. You may either vote “FOR” one, or both nominees, or “WITHHOLD” your vote with respect to one, or both nominees. You may not cumulate votes in the election of directors.

(2)

Approval of Proposal 2 and Proposal 3 will be obtained if the holders of a majority of the votes cast at the meeting vote “FOR” the proposal. Under our bylaws, unless otherwise provided by applicable law or the rules of the securities exchange on which our securities are listed, all matters other than the election of directors shall be decided by a "majority" of votes cast "FOR" or "AGAINST" the matter.

(3)	The frequency will be determined by a plurality of the votes cast at the meeting. This means that the frequency (1 year, 2 years or 3 years) receiving the highest number of "FOR" votes will be selected. You may either vote "FOR" 1 year, 2 years or 3 years or "ABSTAIN" from voting.

(4)	Neither abstentions nor withhold votes will count as votes cast “FOR” or “AGAINST” any of the proposals at the meeting, which means that they will have no direct effect on the outcome of any proposal.

(5)	Broker non-votes will have no direct effect on Proposal 1, Proposal 3 and Proposal 4. Brokers are permitted to exercise their discretion and vote without specific instruction on Proposal 2.

•	vote in person at the meeting - we will provide a ballot to stockholders who attend the meeting and wish to vote in person;

•	vote through the Internet - in order to do so, please visit www.proxyvote.com and follow the instructions shown on your Notice of Internet Availability or proxy card;

•	vote by telephone - in order to do so, please follow the instructions shown on your Notice of Internet Availability or proxy card; or

•	vote by mail - if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the proxy card and return it as soon as possible before the meeting in the envelope provided.

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•	delivering to the Corporate Secretary a written notice stating that the proxy is revoked;

•	signing and delivering a proxy bearing a later date;

•	voting again through the Internet or by telephone (by the 11:59 Eastern deadline noted above; or

•	attending and voting at the meeting (although attendance at the meeting will not, by itself, revoke a proxy).

•	view our proxy materials for the meeting through the Internet;

•	instruct us to mail paper copies of our future proxy materials to you; and

•	instruct us to send our future proxy materials to you electronically by email.

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(1)

The amounts represent the aggregate grant date fair value of the restricted stock units as computed in accordance with Accounting Standards Codification Topic 718 (without regard to forfeitures). The amounts reflect accounting cost and may not correspond to the actual economic value realized by our directors. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for a summary of the assumptions we apply in calculating these amounts.

(2)	As of December 31, 2018, all restricted stock units granted to our non-employee directors in 2018 were vested.

(3)	Ms. Davidson joined the Board of Directors on September 5, 2018.

(4)	Mr. Novotny retired as a director and audit committee member on April 28, 2018. He was vested in restricted stock units valued at $18,543 upon retirement. The unvested portion of his restricted stock units, valued at $55,712, were forfeited back to the Company.

(5)	This amount represents a cash election equal to 50% of the annual amount granted to non-employee directors under the non-employee director compensation policy (or $37,500).

(6)	This amount represents the compensation paid to Mr. Rubin for certain consulting services unrelated to his service as a director, including attending animal health industry events on our behalf.

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(1)	Mr. Cohen is the chair of our audit committee and will be replaced by Ms. Davidson when he ceases to be an audit committee member effective June 6, 2019.

•	our accounting and financial reporting processes, including our financial statement audits and the integrity of our financial statements;

•	our compliance with legal and regulatory requirements;

•	the qualifications, independence and performance of our independent auditors; and

•	the preparation of the audit committee report to be included in our annual proxy statement.

•	evaluating, recommending, approving and reviewing executive officer and director compensation arrangements, plans, policies and programs;

•	administering our cash-based and equity-based compensation plans;

•	making recommendations to our Board of Directors regarding any other Board of Director responsibilities relating to executive compensation; and

•	the preparation of the compensation committee report to be included in our annual proxy statement.

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•	identifying, considering and recommending candidates for membership on our Board of Directors;

•	developing and recommending our corporate governance guidelines and policies;

•	overseeing the process of evaluating the performance of our Board of Directors; and

•	advising our Board of Directors on other corporate governance matters.

•	Code of Conduct and Ethics, as amended, that sets forth our ethical principles and applies to all of our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer;

•	Corporate Governance Guidelines that set forth our corporate governance principles; and

•	charters for our audit, compensation and nominating and corporate governance committees.

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(1)

Audit fees consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements, the review of our quarterly consolidated financial statements, and audit services that are normally provided by independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years, such as statutory audits.

(2)	2018 audit fees also included professional services provided in connection with the audit of our internal control over financial reporting.

(3)	Tax fees include fees for tax compliance and advisory services.

(4)	All other fees consist of fees for access to online accounting and tax research software.

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(1)	As of September 7, 2018, Mr. Moffat ceased being an executive officer.

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•	Annual Adjusted Operating Margin: 10.5 %;

•	Gross New Subscription Pets: ~126k or 20% year-over-year growth; and

•	Anticipated Internal Rate of Return: Approximately 37%.

•	Share increases in Company value among stockholders, leadership and employees in a sensible way;

•	Link equity awards to growth in our calculated intrinsic value, as measured by improvements in our core business, driven by factors that management can control;

•	Link performance metrics and goals to the Company’s business strategy;

•	Recognize team and individual contributions through pay-for-performance incentive awards;

•	Encourage equity ownership by emphasizing equity in the overall executive compensation mix, facilitating equity ownership by all employees, and requiring equity ownership by executives and directors;

•	Provide a pay package that will attract, reward, focus, and retain critical talent;

•	Ensure that the incentive plans do not encourage undue risk-taking nor behavior that is contrary to the intent of our incentive plans by utilizing time-based vesting for equity awards; and

•	Communicate openly with employees about how their compensation mix is structured, the rationale behind this structure, and the decisions around their individual pay.

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•	Compensation philosophy and strategies to confirm that they are aligned with our corporate objectives, stockholder interests, desired behaviors and Company culture;

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•	Alignment of executive pay to performance, including salary, bonuses and equity grants for our Chief Executive Officer and named executive officers;

•	Calibration of calculated intrinsic value growth to determine the aggregate size of long-term incentive award grants and review the progress on our calculation of intrinsic value growth and implications for the size of individual long-term incentive award grants;

•	Design of named executive officers' short-term incentive awards and long-term incentive awards;

•	Compensation elements and mix;

•	Peer group and surveys used to gather market data;

•	Dilution, equity allocation, use of equity vehicles and equity plan features, and equity authorizations;

•	Pay for new executive hires, promotions, and terminations;

•	Pay policies, such as severance, change in control severance, ownership guidelines, and clawbacks;

•	Broader interests pertaining to Company culture, the perception of our compensation mix, team member fulfillment and feedback, and other related items;

•	Director compensation;

•	Participation in and results of our stockholder engagement processes;

•	Regulatory and governance developments; and

•	CD&A disclosure for our annual proxy, and other disclosures related to compensation, as needed.

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•	Traded on major securities exchanges

•	U.S. based

•	Revenue under $1 billion

•	3-year compound annual revenue growth of mid-teens or higher

•	Certain business model characteristics, including:

◦	Recurring revenue model (subscription-based company)

◦	Business-to-consumer focus

◦	Strategically-relevant companies with a pet focus

◦	Seattle-based technology companies

•	Categorized in one of the following industries:

◦	Animal Health

◦	Diversified Consumer Services

◦	Life and Health Insurance

◦	Internet Service and Infrastructure

◦	Healthcare Providers and Services

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1)	the Chief Executive Officer’s Annual Short-Term Incentive Award is calculated at 100% of the Company’s achievement on its corporate objectives;

2)	the other named executive officers’ Annual Short-Term Incentive Award is calculated at: (a) 50% of the Company’s achievement on its corporate objectives, and (b) 50% of their achievement on their individual goals; and

3)	named executive officers can earn up to 150% of their target short-term incentive award if maximum achievement on corporate objectives is met.

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•	Reflect a conservative view of value increases, giving credit for proven performance rather than performance we hope to achieve in the future.

•	Incorporate controllable factors, like advertising spending, but not give credit for or penalize participants for uncontrollable factors, like changes in interest rates, without compensation committee approval.

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•	Allow for period-over-period comparisons and not be readily susceptible to manipulation by management. We generally base our inputs off of the most recent 3-year actual performance trend and prefer to avoid changing modifiers such as the weighted average cost of capital when making compensation decisions.

•	Be subject to the discretion of the compensation committee, which may adjust our awards for a specific year if our calculation of intrinsic value growth and/or resulting number of equity grants produces awards that the compensation committee determines are inappropriate or inconsistent with the long-term interests of stockholders.

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(1)	Mr. Houk’s salary increased to $240,000 on January 1, 2019.

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(1)	Mr. Houk’s target short term incentive award for Q1 and Q2 2018 was 20% of $180,000 and for Q3 and Q4 was 20% of $240,000.

(2)	Mr. Moffat’s bonus structure changed in the third and fourth quarter of 2018, to be based on the advancement of the Company’s pet food initiative. His performance score was 54.08%, with a combined third and fourth quarter payout of $13,965.

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(1)

The amounts reported in this column represent the aggregate grant date fair value of the restricted stock units granted to named executive officers in February 2019 with respect to 2018 performance, as computed in accordance with Accounting Standards Codification Topic 718 (without regard to forfeitures). The amounts reported in this column reflect the accounting cost and do not correspond to the actual economic value that may have been realized by our officers. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for a summary of the assumptions we apply in calculating these amounts.

(1)

The amounts represent aggregate grant date fair value of the restricted stock units as computed in accordance with Accounting Standards Codification Topic 718 (without regard to forfeitures). The amounts reflect accounting cost and may not correspond to the actual economic value realized by our officers. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for a summary of the assumptions we apply in calculating these amounts.

(2)	Mr. Houk’s target short-term incentive award for Q1 and Q2 2018 was 20% of $180,000 and for Q3 and Q4 was 20% of $240,000.

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•	Six months of salary continuation, paid on each regular payroll date;

•	Earned bonuses paid in a lump sum within 60 days of separation; and

•	Six months continuation of coverage under our group health insurance plan and life insurance plan at no cost to the named executive officer.

•	Twelve months of salary continuation and target bonus, paid in a lump sum within 60 days of separation;

•	the cash value of any equity earned but not yet issued pursuant to our long-term incentive award intrinsic value model (calculated on a full year, prorated for partial year of service);

•	vesting of all unvested time-based equity awards shall vest; and

•	twelve months continuation of coverage under our group health insurance plan at no cost to the named executive officer.

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•	the annual total compensation, calculated as described below, of Darryl Rawlings was $891,553; and

•	the estimated median of the annual total compensation of all employees of our Company, other than Darryl Rawlings, was $60,011.

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(1)

The amounts represent aggregate grant date fair value of the restricted stock units, as computed in accordance with Accounting Standards Codification Topic 718 (without regard to forfeitures). The amounts reflect accounting cost and may not correspond to the actual economic value realized by our officers. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for a summary of the assumptions we apply in calculating these amounts.

(2)

The amounts represent aggregate grant date fair value of the stock options, as computed in accordance with Accounting Standards Codification Topic 718 (without regard to forfeitures). The amounts reflect accounting cost and may not correspond to the actual economic value realized by our officers. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for a summary of the assumptions we apply in calculating these amounts.

(3)	For additional information regarding the non-equity incentive plan compensation, please refer to the sub-section entitled “5.2 Determination of Compensation for 2018 Performance".

(4)	This individual became a named executive officer for the first time in 2018, and therefore the individual's compensation in 2017 and 2016 is not reported.

(5)	This individual became a named executive officer for the first time in 2017, and therefore the individual's compensation in 2016 is not reported.

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(1)	The amounts represent the threshold, target and maximum amounts of cash that might have become payable to each named executive officer as a short-term incentive award.

(2)	Reflects the long-term incentive awards received in the form of restricted stock units.

(3)

The amounts represent the aggregate grant date fair value of the restricted stock units, as computed in accordance with Accounting Standards Codification Topic 718 (without regard to forfeitures). The amounts reflect accounting cost and may not correspond to the actual economic value realized by our officers. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 for a summary of the assumptions we apply in calculating these amounts.

(4)	Reflects information regarding short-term incentive awards received as a cash bonus.

(5)	Mr. Moffat’s bonus structure changed in the third and fourth quarter of 2018, to be based on the advancement of the Company’s pet food initiative.

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(1)	All of the outstanding equity awards with a grant date before July 2014 were granted under our 2007 Equity Compensation Plan. All outstanding equity awards with a grant date during and after July 2014 were granted under our 2014 Equity Incentive Plan.

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(2)	Value is calculated by multiplying the number of restricted stock units or restricted stock awards that have not vested by the closing market price of our stock ($25.46) as of the close of trading on December 31, 2018 (the last trading day of the fiscal year).

(3)	Restricted stock units vest as to 1/4th of the shares vested on February 25, 2019 and 1/16th vests each quarter thereafter.

(4)	Stock option vested as to 1/4th of the shares underlying this option on May 4, 2018 and 1/48th has been vesting monthly thereafter.

(5)	Stock option vested as to 1/4th of the shares underlying this option on August 8, 2017 and approximately 1/48th has been vesting monthly thereafter.

(6)	Stock option vested as to 1/4th of the shares underlying this option on July 22, 2017 and 1/48th has been vesting monthly thereafter.

(7)	Stock option vested as to 1/4th the shares underlying this option on May 6, 2017 and 1/48th has been vesting monthly thereafter.

(8)	Stock option vested as to 1/4th the shares underlying this option on January 7, 2017 and 1/48th has been vesting monthly thereafter.

(9)	Stock option vested as to 1/4th of the shares underlying this option on July 24, 2016 and 1/48th has been vesting monthly thereafter.

(10)	Stock option vested as to 1/4th of the shares underlying this option on May 1, 2016 and 1/48th has been vesting monthly thereafter.

(11)	Stock option vested as to 1/4th of the shares underlying this option on September 1, 2015 and 1/48th has been vesting monthly thereafter.

(12)	Stock option vested as to 1/4th of the shares underlying this option on August 1, 2015 and 1/48th has been vesting monthly thereafter.

(13)	Stock option vested as to 1/4th of the shares underlying this option on November 8, 2014 and 1/48th vested monthly thereafter.

(14)	Stock option vested as to 1/4th of the shares underlying this option on October 7, 2014 and 1/48th vested monthly thereafter.

(15)	Restricted stock award vests as to 1/6th of the shares on each annual anniversary of August 2, 2013 through the six year anniversary date of August 2, 2019.

(16)	Stock option vested as to 1/4th of the shares underlying this option on July 15, 2014 and 1/48th vested monthly thereafter.

(17)	Stock option vested as to 1/4th of the shares underlying this option on October 8, 2013 and 1/48th vested monthly thereafter.

(18)	Stock option vested as to 1/4th of the shares underlying this option on October 1, 2013 and 1/48th vested monthly thereafter.

(19)	Stock option vested as to 1/4th of the shares underlying this option on September 23, 2012 and 1/48th vested monthly thereafter.

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(1)	Except for termination events following a Change of Control, the amounts represent the salary and bonus cash severance amounts generally payable under the Severance Policy. The salary would be paid out as salary continuation on each payroll date. The bonus cash severance amounts reflect 2018 short-term incentive awards and would be paid in a single lump sum.

(2)	For a termination without cause 6 months prior to or 24 months following a Change of Control, the amounts shown in this column are the salary and bonus cash severance amounts due under the Change in Control Policy and are payable in a lump sum payment. The bonus cash severance amount included in this column is based on 100% of the target bonus for 2018.

(3)	The amounts represent the value of the RSU long-term incentive awards for 2018 performance, which were granted in February 2019. The value is based upon a price of $25.46 per share, which was the closing market price of our common stock as reported by the NASDAQ Stock Market on December 31, 2018.

(4)

All unvested restricted stock awards and restricted stock units vest in full if the named executive officer is terminated without cause 6 months prior to or 24 months following a change in control. The amounts shown in this column reflect the value of the named executive officer’s unvested restricted stock awards and/or restricted stock units with vesting accelerated in full as of December 31, 2018. The value of the unvested restricted stock awards and/or restricted stock units held by each named executive officer was calculated based upon the aggregate market value of such shares. We used a price of $25.46 per share to determine market value, which was the closing market price of our common stock as reported by the NASDAQ Stock Market on December 31, 2018, the last trading day of the year.

(5)

All unvested options vest in full if the named executive officer is terminated without Cause 6 months prior to or 24 months following a Change in Control. The amounts shown in this column reflect the value of the named executive officer’s unvested stock options with vesting accelerated in full as of December 31, 2018. We calculated the value of the unvested stock options based upon the difference between the aggregate market value of the shares of common stock underlying the unvested stock options and the aggregate exercise price that the named executive officer would be required to pay upon exercise of those stock options. We used a price of $25.46 per share to determine market value, which was the closing market price of our common stock as reported by the NASDAQ Stock Market on December 31, 2018, the last trading day of the year.

(6)	The amounts shown in this column reflect the cost of group medical, dental and vision insurance benefits, plus a 2% COBRA fee, based on the monthly cost for the applicable coverage level.

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(7)

A Change of Control is defined as the occurrence of any of the following events: (a) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then-outstanding voting securities; provided, however, that for purposes of this subclause (a) the acquisition of additional securities by any one Person who is considered to own more than fifty percent (50%) of the total voting power of the securities of the Company will not be considered a Change of Control; (b) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (c) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; (d) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company) or (e) a change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by member of the Board whose appointment or election is not endorsed by as majority of the members of the Board prior to the date of the appointment or election. For purpose of this subclause (e), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control. For purposes of this definition, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

(8)	Mr. Moffat is not a covered executive under our Severance Policy or Change of Control Policy.

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(1)	The weighted average exercise price relates solely to outstanding stock option shares since shares of restricted stock units have no exercise price.

(2)

Includes 3,171,261 shares of common stock that remain available for issuance under our 2014 Plan. Additionally, our 2014 Plan provides for automatic increases in the number of shares available for issuance under it on January 1 of each four calendar years during the term of the 2014 Plan by the lesser of 4% of the number of shares of common stock issued and outstanding on each December 31 immediately prior to the date of increase or the number determined by our Board of Directors. The Board of Directors waived the automatic increase in 2017 and 2018.

•	shares subject to options or stock appreciation rights (SARs) granted under our 2014 Plan that ceased to be subject to the option or SAR for any reason other than exercise of the option or SAR;

•	shares subject to awards granted under our 2014 Plan that were subsequently forfeited or repurchased by us at the original issue price;

•	shares subject to awards granted under our 2014 Plan that otherwise terminated without shares being issued;

•	shares surrendered, canceled, or exchanged for cash or the same type of award or a different award (or combination thereof);

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•	shares reserved but not issued or subject to outstanding awards under our 2007 Plan on July 17, 2014;

•	shares issuable upon the exercise of options or subject to other awards under our 2007 Plan prior to July 17, 2014 that ceased to be subject to such options or other awards by forfeiture or otherwise after July 17, 2014;

•	shares issued under our 2007 Plan that were forfeited or repurchased by us after July 17, 2014; and

•	shares subject to awards under our 2007 Plan that were used to pay the exercise price of an option or withheld to satisfy the tax withholding obligations related to any award.

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•	each stockholder known by us to be the beneficial owner of more than 5% of our common stock;

•	each of our directors or director nominees;

•	each of our named executive officers; and

•	all of our directors and executive officers as a group.

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(1)

Based solely on the Schedule 13G filed by Nine Ten Partners LP (NTP) on February 14, 2019. Consists of 3,019,914 shares held by NTP over which NTP has sole voting and dispositive power. Nine Ten GP LP is the General Partner of NTP. Brian Bares, James Bradshaw, and Russell Mollen are control persons of Nine Ten GP LP and may each be deemed to have sole voting and dispositive power over the shares held by NTP. Nine Ten Capital Management LLC (NTCM) is the investment adviser of NTP and does not directly own any shares but may be deemed to beneficially own and have the sole and investment power with respect to the shares reported by NTP. The principal business address of Nine Ten Partners LP is 12600 Hill Country Boulevard, Suite R-230, Austin, Texas 78738.

(2)

Based solely on the Schedule 13G/A filed by RenaissanceRe Ventures Ltd. (RenaissanceRe Ventures) on February 14, 2019. Consists of 2,755,000 shares over which RenaissanceRe Venturues has shared voting and dispositive power. RenaissanceRe Ventures is a wholly owned subsidiary of Renaissance Other Investments Holdings II Ltd. (ROIHL II), which in turn is a wholly owned subsidiary of RenaissanceRe Holdings Ltd. (RenaissanceRe Holdings). By virtue of these relationships, ROIHL II and RenaissanceRe Holdings may be deemed to have shared voting and dispositive power over the shares held by RenaissanceRe Ventures. The principal business address of RenaissanceRe Ventures is Renaissance House, 12 Crow Lane, Pembroke HM19, Bermuda.

(3)

Based solely on the Schedule 13G filed by Wellington Management Group LLP (WMG LLP), Wellington Group Holdings LLP (WGH LLP), Wellington Investment Advisors Holdings LLP (WIAH LLP) and Wellington Management Company LLP (WMC LLP) on February 12, 2019. Consists of 2,734,857 shares over which (i) WMG LLP has shared voting power over 2,438,670 of the shares and shared dispositive power over 2,734,857 of the shares, (ii) WGH LLP has shared voting power over 2,438,670 of the shares and shared dispositive power over 2,734,857 of the shares, (iii) WIAH LLP has shared voting power over 2,438,670 of the shares and shared dispositive power over 2,734,857 of the shares and (iv) WMC LLP has shared voting power over 2,339,792 of the shares and shared dispositive power over 2,557,485 of the shares. WMG LLP, as a parent holding company of certain holding companies, are owned of record by clients of WMC LLP, Wellington Management Canada LLC, Wellington Management Singapore Pte Ltd, Wellington Management Hong Kong Ltd, Wellington Management International Ltd, Wellington Management Japan Pte Ltd and Wellington Management Australia Pty Ltd. WGH LLP is owned by WMG LLP, WIAH LLP is owned by WGH LLP and WMC LLP. The principal business address of Wellington Management Group LLP is Wellington Management Group LLP, c/of Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210.

(4)

Based solely on the Schedule 13G/A filed by Capital World Investors on February 14, 2019. Consists of 2,410,200 shares over which Capital World Investors has sole voting and dispositive power over the shares. Capital World Investors is a division of Capital Research and Management Company and Capital International Limited. The principal business address of Capital World Investors is 333 South Hope Street, Los Angeles, California 90071.

(5)	Based solely on the Schedule 13G filed by BlackRock, Inc. on February 8, 2019. Consists of 1,803,036 shares over which BlackRock, Inc. has sole voting power over 1,744,573 of the shares and sole dispositive power over 1,803,036 of the shares. The principal business address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(6)

Based solely on the Schedule 13G filed by AllianceBernstein L.P. on February 13, 2019. Consists of 1,733,528 shares over which AllianceBernstein L.P. has sole voting power over 1,661,736 of the shares, sole dispositive power over 1,685,456 of the shares, and shared dispositive power over 48,072 of the shares. AllianceBernstein L.P. is a majority owned subsidiary of AXA Equitable Holdings, Inc. (AXA EH) and an indirect majority owned subsidiary of AXA SA. By virtue of these relationships, AXA EH and AXA SA may be deemed to have shared voting and dispositive power over the shares held by AllianceBerstein L.P. The principal business address of AllianceBernstein L.P. is 1345 Avenue of the Americas, New York, NY 10105.

(7)

Consists of (i) 1,542,380 shares held by Darryl Rawlings, of which 116,877 are shares of unvested restricted stock subject to our right of repurchase, (ii) 355,778 shares underlying options to purchase common stock that are exercisable within 60 days of April 1, 2019 and (iii) 1,219 shares issuable upon settlement of restricted stock units that will vest within 60 days of April 1, 2019 held by Mr. Rawlings. Mr. Rawlings holdings exclude 120,481 shares held by Rawlings GST Trust dated March 1, 2012, of which Murray Low, a member of our Board of Directors, is the trustee and the Rawlings GST Exempt Trust FBO and Rawlings GST Non-Exempt Trust FBO are the beneficiaries, of which Mr. Rawlings’ children are beneficiaries.

(8)

Consists of (i) 67,995 shares held by Dan Levitan, (ii) 38,000 shares held by the Levitan Family Foundation, and(iii) 33,170 shares underlying options to purchase common stock that are exercisable within 60 days of April 1, 2019 held by Mr. Levitan. Also includes shares held, based solely on the Schedule 13G/A filed by Maveron Equity Partners III, L.P. (MEP III) on February 7, 2019, which consists of (i) 1,105,164 shares held by MEP III, (ii) 46,889 shares held by Maveron III Entrepreneurs’ Fund, L.P. (Maveron Entrepreneurs), (iii) 151,533 shares held by MEP Associates III, L.P. (Maveron Associates, and together with MEP III and Maveron Entrepreneurs, the Maveron Entities), (iv) 4,267 shares held by Maveron LLC (Maveron LLC) and (v) 4,661 shares held by Maveron General Partner III LLC (Maveron GP III). Maveron GP III is the general partner of each of the Maveron Entities. Dan Levitan, a member of our Board of Directors, is a managing member of Maveron GP III and, as such, may be deemed to have share voting and dispositive power over the shares held by the Maveron Entities. Mr. Levitan is the managing member of Maveron LLC and may be deemed to have shared voting and dispositive power over the shares held by Maveron LLC. The principal business address of each of the Maveron Entities and Maveron LLC is 411 First Avenue South, Suite 600, Seattle, Washington 98104.

(9)	Consists of (i) 106,716 shares held by Mr. Rubin and (ii) 204,664 shares underlying options to purchase common stock that are exercisable within 60 days of April 1, 2019 held by Mr. Rubin.

(10)	Consists of (i) 3,889 shares held by Murray Low, (ii) 188,281 shares held by Murray B. Low Revocable Trust U/A 3-9-2018, Murray B. Low, Trustee, of which Dr. Low’s children are beneficiaries and (iii) 46,342 shares underlying options to purchase common stock that are exercisable within 60 days of April 1, 2019 held by Dr. Low. 120,781 shares are pledged as security in a line of credit.

(11)	Consists of (i) 3,139 shares held by Ms. Ferracone, (ii) 54,056 shares held by Robin A. Ferracone TTEE of the Robin A. Ferracone Living Trust dtd 6/3/2002 and (iii) 65,181 shares underlying options to purchase common stock that are exercisable within 60 days of April 1, 2019 held by Ms. Ferracone.

(12)

Consists of (i) 3,433 shares held by Mr. Lindsley, (ii) 66,670 shares held by Lindsley Partners, L.P. (Lindsley Partners) and (iii) 33,170 shares underlying options to purchase common stock that are exercisable within 60 days of April 1, 2019 held by Mr. Lindsley. The HHL09 Trust is the sole member of Zoida LLC, which is the general partner of Lindsley Partners. H. Hays Lindsley, a member of our Board of Directors, is the sole trustee of the HHL09 Trust and, as such, holds sole voting and investment power over the shares.

(13)	Consists of (i) 3,433 shares held by Mr. Doak and (ii) 33,170 shares underlying options to purchase common stock that are exercisable within 60 days of April 1, 2019 held by Mr. Doak.

(14)	Consists of (i) 4,119 shares held by Mr. Cohen and (ii) 27,148 shares underlying options to purchase common stock that are exercisable within 60 days of April 1, 2019 held by Mr. Cohen.

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(15)	Consists of (i) 2,535 shares held by Ms. Davidson, of which 1,000 are shares held in the name Jacqueline L Davidson & Stewart P Davidson.

(16)	Consists of (i) 2,391 shares held by Mr. Bearman, (ii) 129,307 shares underlying options to purchase common stock that are exercisable within 60 days of April 1, 2019 and (iii) 1,219 shares issuable upon settlement of restricted stock units that will vest within 60 days of April 1, 2019 held by Mr. Bearman.

(17)	Consists of (i) 3,691 shares held by Ms. Plouf, (ii) 131,074 shares underlying options to purchase common stock that are exercisable within 60 days of April 1, 2019 and (iii) 1,219 shares issuable upon settlement of restricted stock units that will vest within 60 days of April 1, 2019 held by Ms. Plouf.

(18)	Consists of (i) 19,201 shares held by Mr. Houk, (ii) 65,916 shares underlying options to purchase common stock that are exercisable within 60 days of April 1, 2019 and (iii) 1,219 shares issuable upon settlement of restricted stock units that will vest within 60 days of April 1, 2019 held by Mr. Houk.

(19)	Consists of (i) 3,693 shares held by Ms. Tooth, (ii) 81,007 shares underlying options to purchase common stock that are exercisable within 60 days of April 1, 2019 and (iii) 1,219 shares issuable upon settlement of restricted stock units that will vest within 60 days of April 1, 2019 held by Ms. Tooth.

(20)	Consists of (i) 3,676 shares held by Mr. Moffat, (ii) 72,488 shares underlying options to purchase common stock that are exercisable within 60 days of April 1, 2019 and (iii) 1,219 shares issuable upon settlement of restricted stock units that will vest within 60 days of April 1, 2019 held by Mr. Moffat.

(21)	Consists of (i) 3,429,812 shares held by our directors and executive officers as a group, (ii) 1,278,415 shares underlying options to purchase common stock that are exercisable within 60 days of April 1, 2019 and (iii) 7,314 shares issuable upon settlement of restricted stock units that will vest within 60 days of April 1, 2019, held by our directors and executive officers as a group.

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•	If you are a registered stockholder, please bring one of the following that shows your current name and address: the Proxy Card or the Notice of Internet Availability for the Annual Meeting.

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If you are a “proxy” for a registered stockholder, then you will need to obtain a valid, written “legal proxy” from the holder of record, naming you, signed by the registered stockholder. The legal proxy should include the name and address of the registered holder of record, as recorded on their Notice of Internet Availability. Please also bring either the Proxy Card or the Notice of Internet Availability (in the name of the registered stockholder).

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If you are a beneficial stockholder (that is, your shares are held in the name of a brokerage firm, bank or other nominee), then please bring either the Voting Instruction Form or Notice of Internet Availability and a written “legal proxy”, naming you, signed by the brokerage firm, bank or other nominee that holds your shares. You should contact your brokerage firm, bank or other nominee to learn how to obtain a legal proxy.

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If you are a “proxy” for a beneficial stockholder, then you will need to obtain a valid, written “legal proxy” from the holder of record, naming you, signed by the beneficial stockholder’s brokerage firm, bank or other nominee. The legal proxy should include the name and address of the beneficial holder of record, as recorded on the Notice of Internet Availability. Please also bring either the Voting Instruction Form or the Notice of Internet Availability. You should contact your brokerage firm, bank or other nominee to learn how to obtain a legal proxy.

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