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1.	The election of three Class I Directors nominated by the Board of Directors of the Company to serve until the 2022 Annual Meeting of Shareholders.

2.	The ratification of the appointment of Ernst & Young LLP as our independent registered accounting firm for our 2019 fiscal year.

3.	An advisory vote to approve the compensation of the named executive officers.

4.	The transaction of any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

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•	Rising demand for our services as a result of aging populations with complex health care needs;

•	Greater need to hire outside experts, such as MAXIMUS, and increased demand due to the growing complexity of programs, such as evolving eligibility requirements;

•	Creation of new opportunities in growing markets, such as long-term services and supports;

•	Increased global demand for our services due to emerging markets with increasing needs;

•	Increased appetite for outsourcing due to a desire for flexibility, scalability and accountability; and

•	An unrivaled reputation and long-term relationships with governments that enable us to:

•	Win long-term contracts

•	Achieve high renewal rates

•	Provide additional services to supplement our core services

•	Deliver strong and steady margins

•	Grow organically and through acquisitions.

•	We are a leader in aiding people with disabilities and long-term health conditions into employment

•	We help people access, connect to, and use government benefits programs

•	We provide comprehensive employee benefits

•	Our Center for Employee Development provides enterprise-wide training

•	Our MAXIMUS University provides extensive education and advancement opportunities

•	We help clients reduce waste and increase reuse and recycling efforts

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•	maintaining long-term relationships while steadily seeking new business opportunities;

•	recruiting and retaining best-in-class human capital, as well as leading technology;

•	managing an enterprise-wide risk strategy while being willing to consider innovative opportunities;

•	supplementing and supporting governmental entities;

•	maintaining sustainable, long-term strategies while being able to pivot quickly when needed; and

•	supporting management, while at the same time, holding them accountable.

•	newly appointed members with fresh ideas as well as members with meaningful tenure;

•	mid-career and later-career members;

•	directors with operational, financial, human capital and governmental expertise; and

•	a diverse array of backgrounds, skills and experiences.

•	who we are;

•	how we are elected;

•	how we are governed;

•	how we are organized;

•	how we are paid; and

•	how to communicate with us.

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•	personal characteristics, such as the highest personal and professional ethics, integrity and values, an inquiring and independent mind, with a respect for the views of others, ability to work well with others and practical wisdom and mature judgment;

•	broad, policy-making level experience in business, government, academia or science to understand business problems and evaluate and formulate solutions;

•	experience and expertise that is useful to the Company and complementary to the background and experience of other directors;

•	willingness and ability to devote the time necessary to carry out duties and responsibilities of directors and to be an active, objective and constructive participant at meetings of the Board and its committees;

•	commitment to serve on the Board over a period of several years to develop knowledge about the Company’s principal operations;

•	willingness to represent the best interests of all shareholders and objectively evaluate management performance; and

•	diversity.

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•	evaluating the performance and setting the compensation of the Chief Executive Officer and other members of senior management;

•	reviewing the Company’s compensation policies and practices;

•	reviewing executive succession plans; and

•	reviewing our executive development programs, including the performance evaluation process and incentive compensation programs.

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(1)

The amounts in this column reflect the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of RSU awards made on March 14, 2018 under our 2017 Equity Incentive Plan. For each of the RSU awards, the grant date fair value is calculated using the closing price of our common stock on the grant date as if these awards were vested and issued on the grant date. The amounts shown disregard estimated forfeitures.

(2)	As of September 30, 2018, Ms. Altman held 4,420 RSUs.

(3)	As of September 30, 2018, Mr. Beliveau held 81,755 RSUs.

(4)	As of September 30, 2018, Mr. Haley held 142,659 RSUs.

(5)	As of September 30, 2018, Mr. Lederer held 0 RSUs.

(6)	As of September 30, 2018, Mr. Pond held 246,936 RSUs.

(7)	As of September 30, 2018, Ms. Rajan held 3,683 RSUs.

(8)	As of September 30, 2018, Mr. Ruddy held 186,437 RSUs.

•	An annual retainer of $300,000 payable in restricted stock units ("RSUs") or cash.

•	Mr. Pond received an additional $150,000 retainer for his services as Chairman of the Board, a $20,000 retainer for his services as Chairman of the Audit Committee and a $15,000 retainer for his services as the Chairman of the Compensation Committee.

•

Mr. Ruddy received an additional $35,000 retainer, which is a continuation of the additional retainer he previously received for his services as Vice-Chairman of the Board, which reflects the continuation of his leadership role on the Board and recognizes the additional time that he continues to spend on Company matters over and above his normal director duties in his current unofficial leadership capacity.

•	Mr. Haley received an additional $10,000 retainer for his services as the Chairman of the Nominating and Governance Committee.

•	RSU awards granted to our non-employee directors vest after one year; directors may elect to defer receipt of shares for their RSUs for a longer period up to termination of service on the Board of Directors.

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•	Who We Are - Our Leadership

•	Who We Are - All of Us

•	How we value and support our human capital

•	Recruiting

•	Education and Training

•	Benefits and Rewards

•	How We Support Our Communities

•	How We Protect the Planet

•	How We Use Compliance and Control Functions to Protect our Company

•	How We Performed in 2018

•	How We are Looking Forward

*	Mr. Montoni served as Chief Executive Officer of the Company until April 1, 2018 at which time he became Senior Advisor to the Chief Executive Officer.

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•	Core business skills. Time management, professionalism, problem solving, business writing, presentations, communications, desktop technology, MAXIMUS systems

•	People management. Supervisory skills, performance management, teamwork, coaching and mentoring, leadership

•	Ethics and compliance. Business ethics, workplace conduct, information security

•	Client management and business development. Customer service, client relationship management, consulting skills, sales and marketing, proposal writing

•	Project management. Scope, contracts, financials, quality, risk and communications management

•	register for classroom training and live webinars delivered by the CED; complete self-study training anywhere, anytime;

•	view their own training history;

•	set business goals;

•	complete required onboarding and annual refresher training, including privacy and ethics;

•	maintain their individual skills profile; and

•	complete goal and competency appraisals.

•	401(k) Retirement Plan with company match;

•	Medical insurance;

•	Prescription drug coverage;

•	Dental and vision insurance;

•	Flexible Spending Account (FSA) for eligible health care and dependent care expenses;

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•	Disability Insurance;

•	Life Insurance/Accidental Death and Dismemberment Insurance;

•	Legal Services;

•	Employee Assistance Program (EAP);

•	Paid time off;

•	Project bonuses for employee accomplishments above and beyond expectations; and

•	Project manager awards for employees who demonstrate an unparalleled commitment to our clients.

•	Eliminating paper waste through innovative solutions. We work hand-in-hand with our government clients to recommend ways to reduce paper consumption; this can often be a more cost-effective way to achieve business goals. For example:

◦	Replacing traditional paper services with electronic services

◦	Developing intranet sites to post program information and reports using electronic "fast alerts" to keep staff abreast of important information

◦	Encouraging clients to authorize telephone and web program enrollments as opposed to using and mailing paper enrollments, resulting in a reduced reliance on printed collateral materials and paper products

◦	Enabling community-based organizations to implement efficient business practices by providing technology and technical assistance to submit program enrollments electronically

•	Reducing, reusing and recycling office waste wherever possible. For example:

◦	Installing safe and efficient water filtration systems to replace bottled water coolers

◦	Using recycled paper for mailings and promotional materials

•	Conserving energy to reduce carbon emissions. For example:

◦	Implementing staggered climate control daily start-up times and building temperature standards for summer cooling and winter heating

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◦	Installing sun film on sun-exposed windows to reduce glare and hot spots within our facility to lower electricity usage from climate control systems

•	to ensure the integrity of our operations and financial reporting as a global business with multiple foreign operations

•	to prevent, manage and mitigate enterprise-wide risk;

•	to provide for independent review and assurance of our operations with early identification of contractual or operational performance issues;

•	to promote the safety, security and integrity of our technology and services; and

•	to safeguard the value of the MAXIMUS brand through the consistent delivery of quality services that lead to long-term client relationships.

•	a formal structure for overseeing compliance;

•	written standards and policies;

•	regular training and education to promote compliance;

•	effective, retaliation-free lines of communication for reporting suspected violations;

•	mandatory data and privacy security training on an annual basis supplemented by internal testing throughout the year to ensure employees understand the appropriate processes;

•	information security controls frameworks, such as HIPAA, NIST SP800-53, CMS MARS-E, IRS 1075, ISO27001 and more that define how we ensure confidentiality, integrity and the availability of information that can be measured;

•	internal monitoring and auditing;

•	response and corrective action plans; and

•	well-publicized disciplinary guidelines.

•	Earnings per share, as reported in the Company's Form 10-K for the year ended September 30, 2018, were at a record level.

•	The Company achieved a strong operating profit margin of 12.4%.

•	Strong cash flow from operations and free cash flow1, as reported in the Company's Form 10-K for the year ended September 30, 2018.

•	The Company won key rebids such as Australia Disability Employment Services and had key option years exercised for programs such as Texas Eligibility Support and Federal Student Aid Debt Management as well as Enrollment Broker contract extensions in Massachusetts and Michigan.

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•	The Company made a successful transition to a new Chief Executive Officer and made key new hires including a Chief Information Officer, Chief Medical Officer, Chief Digital Officer and Chief Information Security Officer.

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•	establishing and maintaining our internal control over financial reporting;

•	assessing the effectiveness of our internal control over financial reporting as of the end of each year; and

•	the preparation, presentation and integrity of our consolidated financial statements.

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•	performing an independent audit of our consolidated financial statements and our internal control over financial reporting;

•	expressing an opinion as to the conformity of our consolidated financial statements with U.S. generally accepted accounting principles; and

•	expressing an opinion as to management’s assessment of the effectiveness of our internal control over financial reporting and the effectiveness of our internal control over financial reporting.

•	the appointment, compensation, retention and oversight of the work of the independent registered accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for us; and

•	overseeing and reviewing our accounting and financial reporting processes.

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•	Earnings per share, as reported in the Company's Form 10-K for the year ended September 30, 2018, were at a record level.

•	The Company achieved a strong operating profit margin of 12.4%.

•	The Company had strong cash flow from operations and free cash flow2, as reported in the Company's Form 10-K for the year ended September 30, 2018.

•	The Company won key rebids such as Australia Disability Employment Services and had key option years exercised for programs such as Texas Eligibility Support and Federal Student Aid Debt Management as well as Enrollment Broker contract extensions in Massachusetts and Michigan.

•	The Company made a successful transition to a new Chief Executive Officer and made key new hires including a Chief Information Officer, Chief Medical Officer, Chief Digital Officer and Chief Information Security Officer.

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*	Mr. Caswell was appointed by the Board of Directors as Mr. Montoni’s replacement in the role of Chief Executive Officer, effective April 1, 2018.

•	The cyclical project nature of our business and constantly evolving government programs we engage with are not easily accounted for in specific performance metrics.

•	We want to avoid inadvertently discouraging management from pursuing opportunities that involve start-up investments or losses that could deliver long-term financial benefits to our Company but adversely affect near-term financial results and potential rewards.

•	Total overall compensation levels, as well as the mix of salary, cash bonus incentives and equity incentives;

•	Our financial and operating performance, measured by attainment of specific objectives including a variety of organizational financial and non-financial measures;

•	The duties, responsibilities and performance of each executive officer, including the achievement of identified goals for the year as they pertain to the areas of our operations for which the executive is personally responsible and accountable;

•	Internal pay equity considerations; and

•	Comparative industry market data to assess compensation competitiveness.

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1.	Upon his transition to the role of Vice Chairman and Senior Advisor to the CEO, Mr. Montoni is eligible to receive a base salary of $1 million and a bonus at the discretion of the compensation committee. He is not eligible to receive an equity grant or participate in the MBP.

2.

Although the named executive officers would have been eligible for bonus awards, the CEO requested, and the Compensation Committee accepted, that the NEOs and the four segment General Managers not receive cash bonuses for fiscal year 2018. This was based on the overall performance of the Company as well as a desire to have more of the bonus pool available to reward other employees across the organization.

◦	15% revenue growth,

◦	15% new business awards, and

◦	70% Distributable Income

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•	align executive pay with shareholders’ interests with an emphasis on pay for performance;

•	recognize individual initiative and achievements;

•	attract and retain highly skilled executive officers; and

•	unite the executive management team under common objectives.

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•	our financial and operating performance, measured by attainment of specific objectives including a variety of organizational financial and non-financial measures;

•	the duties, responsibilities and performance of each executive officer, including the achievement of identified goals for the year as they pertain to the areas of our operations for which the executive is personally responsible and accountable;

•	internal pay equity considerations; and

•	comparative industry market data to assess compensation competitiveness.

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Mr. Caswell 2018 salary was increased 13% to $700,000 due to his promotion to Chief Executive Officer and in accordance with the board’s assessment of his and the Company’s performance. His salary, like his predecessor’s, is below the median salary of other Chief Executive Officers in our peer group. This is because we believe in providing the substantial majority of executive pay in variable, rather than fixed, compensation. While Mr. Caswell’s 2018 salary is set forth in the terms of his employment agreement, it may be increased by the Compensation Committee from time to time as warranted by performance and market data.

•

Upon his transition to Senior Advisor to the Chief Executive Officer, Mr. Montoni’s salary was increased to $1,000,000; however, he is no longer eligible for equity awards and does not participate in the MBP. Any bonus would be at the sole discretion of the Compensation Committee. As Mr. Montoni’s focus has shifted to oversight and advising, we believe that a lower overall pay package with a higher weighting toward fixed pay is appropriate.

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(1)	From January 1, 2018 to March 31, 2018 Mr. Caswell's annual base salary was $650,000. Effective April 1, 2018, Mr. Caswell became Chief Executive Officer. Mr. Caswell's employment agreement effective April 1, 2018 provides for an annual salary of $700,000. Please see Supplemental Discussion of Compensation below for further details of Mr. Caswell's employment agreement.

(2)

From January 1, 2018 to March 31, 2018 Mr. Montoni's annual base salary was $800,000. Effective April 1, 2018, Mr. Montoni became Vice Chairman and Senior Advisor to the Chief Executive Officer. Mr. Montoni's employment agreement was amended effective April 1, 2018 to provide for an annual salary of $1,000,000. Please see Supplemental Discussion of Compensation below for further details of Mr. Montoni's amended employment agreement.

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(1)

The amounts in this column reflect the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of RSU awards granted during the applicable year. For each of the RSU awards, the grant date fair value is calculated using the closing price of our common stock on the grant date as if the awards were vested and issued on the grant date. The amounts shown disregard estimated forfeitures. There can be no assurance that these grant date fair values will ever be realized by the named executive officers.

(2)	The amounts in this column reflect annual cash incentive awards earned by our named executive officers.

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(3)	The amounts in this column reflect the Company match for 401(k) and Deferred Compensation Plan contributions.

(4)

Of Mr. Montoni's overall cash incentive amount for 2017, $2,200,000 reflected the cash incentive he earned for fiscal year 2017 under the MBP, and $3,000,000 is the amount awarded in cash in lieu of RSUs that were earned based on fiscal 2017 performance and would otherwise have been granted to him in November 2017. In connection with his transition from Chief Executive Officer to Senior Advisor to the CEO, Mr. Montoni is no longer eligible for RSU awards under his amended employment agreement. Please see Supplemental Discussion of Compensation below for further details of Mr. Montoni's amended employment agreement.

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(1)	These amounts reflect the potential range of payouts for threshold to superior performance levels (there is no maximum amount that may be paid) under the 2018 MBP. Actual amounts paid for 2018 performance are set forth in the Summary Compensation Table.

(2)	Threshold has been established at 50% of the executive’s target bonus.

(3)	Each executive’s target bonus is set as a percent of base pay as follows: Mr. Caswell 100%; Mr. Nadeau 75%; Mr. Andrekovich 60% and Mr. Francis 60%.

(4)	Superior has been established at 150% of the executive’s target bonus; however, that amount does not constitute an upper limit and may be exceeded depending on Company and individual performance.

(5)

The amounts in this column reflect the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of RSU awards made during the applicable year under our 2017 Equity Incentive Plan. For each of the RSU awards, the grant date fair value is calculated using the closing price of our common stock on the grant date as if these awards were vested and issued on the grant date. The amounts shown disregard estimated forfeitures.

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(1)	The market value of the RSUs is based on the $65.06 closing price of a share of our common stock as of September 28, 2018, the last trading day of our fiscal year as reported on the NYSE.

(2)	RSUs will vest on September 30, 2019, the fifth year after the year of grant.

(3)	One-half of these RSUs will vest on each of September 30, 2019 and September 30, 2020, the fourth and fifth years, respectively, after the year of grant.

(4)	One-third of these RSUs will vest on each of September 30, 2019, September 30, 2020 and September 30, 2021, the third, fourth and fifth years, respectively, after the year of grant.

(5)	One-fourth of these RSUs will vest on each of September 30, 2019, September 30, 2020, September 30, 2021 and September 30, 2022, the second, third, fourth and fifth years, respectively, after the year of grant.

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(1)	The value realized on vesting is calculated as the number of shares acquired on vesting multiplied by the market value of the underlying shares on the vesting date.

(2)	Pursuant to the 2017 Equity Incentive Plan, Mr. Nadeau elected to defer settlement of 9,458 RSUs that vested on September 30, 2018. Those shares will be distributed in five equal annual installments beginning October 1, 2023. The shares underlying such RSUs and the value realized on vesting are reflected in this table.

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(1)	For Mr. Caswell and Mr. Andrekovich, the deferrals were made under the Deferred Compensation Plan. For Mr. Nadeau, the deferral was made under the 2017 Equity Incentive Plan.

(2)	Amount reflects the value of RSUs granted under the 2017 Equity Incentive Plan (and described in footnote 3 to the Option Exercises and Stock Vested Table above), that vested in 2018 which Mr. Nadeau elected to defer. The value was determined based on the number of RSUs vested and deferred multiplied by the market value of the underlying shares on the vesting date.

(3)	Amount reflects the aggregate value of the vested and deferred RSUs based on the $65.06 closing price of a share of our common stock on the last business day of our fiscal year ended September 30, 2018.

•	a severance amount equal to one times (two times in the case of the CEO) an executive’s base salary plus the lesser of his/her target bonus or previous year’s actual bonus;

•	one year’s worth of executive-level outplacement services;

•	benefits continuation for one year;

•	unvested stock options and RSUs shall generally be forfeited; however, the Compensation Committee retains discretion to approve continued or accelerated vesting, with the expectation that such discretion shall be exercised rarely;

•	executives with written agreements or offer letters that address severance shall be entitled to whatever higher level of compensation and benefits might be set forth in those documents.

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(1)

The miscellaneous benefits amount includes an estimated $50,000 intended for outplacement services. It also includes 12 months worth of employee benefits (30 months in the case of Mr. Caswell pursuant to the terms of his employment agreement) which include medical, dental, life insurance, and disability benefits made available to an executive (and his or her eligible dependents) prior to termination.

(2)	Effective April 1, 2018, Mr. Caswell's entitlement to compensation upon termination of employment is governed by his Employment Agreement as described above in Supplemental Discussion of Compensation.

(3)	Effective April 1, 2018, Mr. Montoni's entitlement to compensation upon termination of employment is governed by his Amended Agreement as described above in Supplemental Discussion of Compensation.

(4)	Mr. Caswell's and Mr. Montoni’s employment agreements provide for the continued vesting of RSUs over their remaining terms if their employment is terminated without cause.

•	we terminate the participant’s employment without “cause,” or a participant resigns for “good reason,” within 36 months following a “change in control” (as each of those terms is defined in the program); or

•	the participant’s employment is terminated one year prior to a change in control at the request of a party involved in such change in control, or otherwise in connection with or in anticipation of a change in control.

•

a lump sum cash payment equal to the sum of (i) any unpaid salary through the date of termination, (ii) any bonus earned but unpaid as of the date of termination for any previously completed year, (iii) reimbursement for any unreimbursed expenses incurred prior to the date of termination, and (iv) an amount equal to 200% (300% in the case of the Chief Executive Officer) of base salary and bonus (which is defined as the higher of the individual’s target bonus or the average of the actual bonuses paid over the previous three years);

•	the vesting of any unvested stock options, RSUs or similar equity incentives that are outstanding on the date of termination (to the extent that such awards have not vested in connection with a change in control; see the description of terms applicable to RSU awards in the next section below);

•	continued eligibility for employee benefits for a period of 24 months (36 months in the case of the Chief Executive Officer) following the date of termination; and

•	a lump sum, payable within ten days following the date of termination, equal to $50,000, which is intended for outplacement and financial planning services.

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(1)

The miscellaneous benefits amount includes $50,000 intended for outplacement and financial planning services, but which may be used for any purpose. It also includes 36 months worth of employee benefits in the case of the Chief Executive Officer, 12 months worth of employee benefits in the case of Mr. Montoni (pursuant to his Amended Agreement) and 24 months worth of employee benefits in the case of the other NEOs which include medical, dental, life insurance and disability benefits made available to an executive (and his or her eligible dependents) prior to a change in control.

(2)	Mr. Caswell's Employment Agreement incorporates the terms of the Company's Income Continuity Program.

(3)	Effective April 1, 2018, Mr. Montoni's entitlement to compensation upon termination of employment will be governed by his Amended Agreement as described above in Supplemental Discussion of Compensation.

(1)	Note that the amounts in this column are included in the preceding table reflecting Potential Payments upon Change in Control Involving Employment Termination and are not in addition to those amounts.

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•	substantial emphasis on performance-based incentive compensation -- 83% of the target compensation of Mr. Caswell and at least 67% of the target compensation of the other named executive officers is variable, at-risk compensation

•	no guarantees of salary increases, bonuses or equity awards

•	modest executive benefits and perquisites

•	no extraordinary relocation benefits (including home buy-outs)

•	no repricing of stock options without mandatory shareholder consent

•	cash-based payments under the Income Continuity Program based on a double trigger (i.e., a change in control coupled with a termination of employment) and no tax gross-up

•	equity ownership requirements for directors and executive officers

•	anti-hedging policy applicable to all directors, officers and employees

•	clawback policy applicable to executive officers for incentive payments and equity-based awards

•	reasonable burn rate for equity awards

•	overall compensation in line with that of comparable companies.

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(1)

According to a Schedule 13G/A filed with the SEC on January 19, 2018, BlackRock, Inc. reported that through BlackRock (Netherlands) B.V., BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Shweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd., BlackRock Investment Management LLC and FutureAdvisor, Inc., it had sole dispositive power over 6,674,541 shares of common stock and sole voting power with respect to 6,540,158 shares of common stock.

(2)	According to a Schedule 13G/A filed with the SEC on May 9, 2018, The Vanguard Group reported that it had sole dispositive power over 6,432,537 shares of common stock, shared dispositive power over 123,462 shares of common stock, sole voting power with respect to 121,923 shares of common stock and shared voting power with respect to 8,021 shares of common stock.

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(3)	According to a Schedule 13G/A filed with the SEC on February 13, 2018, FMR LLC and Abigail P. Johnson reported that they had sole dispositive power over 3,954,106 shares of common stock, and FMR LLC reported that it had sole voting power with respect to 1,794,827 shares of common stock.

(4)	According to a Schedule 13G filed with the SEC on February 9, 2018, Victory Capital Management Inc. reported that it had sole dispositive power over 3,288,315 shares of common stock and sole voting power with respect to 3,167,815 shares of common stock.

*	Percentage is less than 1% of all outstanding shares of common stock.

(1)

The non-employee directors have elected to defer receipt of restricted stock units ("RSUs") for tax purposes over periods varying from one year until termination of their board service. Therefore, the amounts also include the following deferred/unvested RSUs that will vest within 60 days or could vest within 60 days in the event a non-employee director’s service on the Board of Directors terminated: Altman 4,436, Beliveau 82,043, Pond 247,804, Rajan 3,696, Ruddy 187,092, and all directors and executive officers as a group 668,232.

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•	By Internet. You may vote online by accessing www.proxyvote.com and following the on-screen instructions. Have your Notice or proxy card available when you vote. You may vote online 24 hours a day. If you vote online, you do not need to return a proxy card.

•	By Telephone. You may vote by calling toll free 1-800-690-6903 and following the instructions. You will need the control number included on the Notice or on your proxy card, as applicable. Have your Notice or proxy card available when you vote. If you vote by telephone, you do not need to return a proxy card.

•	By Mail. If you requested printed copies of the proxy materials, you will receive a proxy card, and you may vote by signing, dating and mailing the proxy card in the envelope provided.

•

In Person. If you are a shareholder of record, you may vote in person at the Annual Meeting. You will receive a ballot when you arrive. If you are a beneficial owner of shares held in street name, you must obtain a legal proxy from the broker, bank or other nominee that holds your shares in order to vote your shares in person at the Annual Meeting. Follow the instructions on the Notice to obtain the legal proxy.

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