2015 Proxy Season OutlookPanelists

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OUTSIDE PANELISTS

Amy BilbijaManaging Director, Evercore Partners

Mark BorgesPrincipal, Compensia

Jared BrandmanSecurities Counsel - Office of the Secretary,The Coca-Cola Company

Darrell BramanVice President and Managing Counsel, T. Rowe Price Associates, Inc.

Bruce GoldfarbPresident and Chief Executive Officer, Okapi Partners LLC

Mark HarnettPresident, MacKenzie Partners, Inc.

E. Nelson HeumannChairman of the Board,Einstein Noah

Beth MacDonaldVice President, Assistant General Counsel, 3D Systems Corporation

Sidney J. NurkinDirector, Zep, Inc.

Ray RobinsonChairman of the Board,Aaron’s Inc.

John RoeHead of Advisory and Client Services,ISS Corporate Services

Chris RosselliDeputy General Counsel, Mohawk Industries, Inc.

2015 Proxy Season OutlookPanelists

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ALSTON & BIRD PANELISTS

Dave BrownPartner,Alston & Bird

Dennis GarrisPartner,Alston & Bird

John LathamPartner, Alston & Bird

Julie MediamolleSenior Associate, Alston & Bird

Lesley SolomonPartner, Alston & Bird

Mike StevensPartner, Alston & Bird

Kerry WenzelCounsel,Alston & Bird

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Amy Bilbija is a managing director in Evercore Partners’ corporate advisory business, co-heads the firm’s shareholder activist practice and focuses on activist defense, shareholder policy, investor relations and governance and compensation matters. Prior to joining Evercore, Ms. Bilbija was an executive vice president of MacKenzie Partners, responsible for all West Coast operations and focused on proxy contests, mergers and acquisitions and corporate governance. Over the course of her career, Ms. Bilbija has amassed extensive experience consulting both boards of directors and senior management in shareholder communication, messaging, various policy matters and overall strategic issues. Prior to that, she was senior counsel at the New York Stock Exchange, where she provided legal and corporate governance advisory services to both the domestic and international listings departments.

Ms. Bilbija has a J.D. from New York Law School and an M.B.A., M.S., and B.A. from the University of Miami.

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Mark Borges is a principal with Compensia, Inc., a management consulting firm that provides executive compensation advisory services to compensation committees and senior management of knowledge-based companies. From April 2003 until September 2007, he was a principal for Mercer in the firm’s Washington Resource Group in Washington, D.C. Previously, Mr. Borges was special counsel in the Office of Rulemaking, Division of Corporation Finance with the United States Securities and Exchange Commission. Before that, he was general counsel for ShareData, Inc. Mr. Borges practiced law with Ware & Friedenrich (now DLA Piper) from 1987 to 1992 and Pillsbury, Madison & Sutro (now Pillsbury Winthrop) from 1982 to 1987. From 1981 to 1982, he served as a law clerk to the Honorable Marion T. Bennett of the United States Court of Claims in Washington, D.C.

Mr. Borges is the author of SEC Executive Compensation Disclosure Rules (2nd Ed.), recently published by the American Bar Association, and a co-author of the Lynn, Borges & Romanek Executive Compensation Disclosure Treatise and Reporting Guide. He is also an adjunct professor at the Georgetown University Law Center, teaching a course on the securities law aspects of executive compensation.

A California native, Mr. Borges graduated from Humboldt State University in 1976. He received his J.D. from Santa Clara University in 1979 and an LL.M. in taxation from New York University in 1981. He is a member of the American Bar Association.

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Jared Brandman is securities counsel at The Coca-Cola Company, based in Atlanta, Georgia. His responsibilities include providing legal counsel to the company on matters of corporate governance, securities regulation, public company disclosure and securities law compliance, planning for the Board of Directors and Board committee meetings and monitoring regulatory and legislative developments. Mr. Brandman joined The Coca-Cola Company in 2010.

Prior to joining The Coca-Cola Company, Mr. Brandman was in private practice in Atlanta at the law firm of Paul Hastings LLP and in New York and London at the law firm Milbank, Tweed, Hadley & McCloy LLP.

Mr. Brandman is a member of the Securities Law Committee of the Society of Corporate Secretaries & Governance Professionals, the Corporate & Securities Law Committee of the Association of Corporate Counsel and the Business Law Section of the American Bar Association. He serves on the Board of Directors of the Pro Bono Partnership of Atlanta and the Southeastern Chapter of the Anti-Defamation League.

Mr. Brandman received a B.A. from the University of Michigan and his law degree from Emory University School of Law.

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Darrell Braman is a vice president of T. Rowe Price Group, Inc.; T. Rowe Price Associates, Inc.; T. Rowe Price Investment Services, Inc.; T. Rowe Price International Ltd; T. Rowe Price Hong Kong Limited; T. Rowe Price Singapore Private Ltd; and T. Rowe Price Services. He is also a managing counsel in the legal department of T. Rowe Price Associates. Before joining T. Rowe Price in 1993, he was a staff attorney and then a special counsel with the U.S. Securities and Exchange Commission, Division of Corporate Finance.

Mr. Braman was a judicial clerk with the Honorable Lawrence F. Rodowsky, Maryland Court of Appeals. Mr. Braman earned a J.D. from the University of Maryland School of Law and a B.A. in government from Franklin & Marshall College. He is a series 7 and 24 registered representative. Mr. Braman is a member of the Maryland and District of Columbia Bar Associations. As a managing counsel at T. Rowe Price, he is responsible for the supervision of all disclosure and regulatory matters relating to the firm’s mutual fund business and variable annuity products, as well as private placements and other portfolio transactions. Mr. Braman also serves on a number of compliance and risk management committees within the firm and acts as co-chair of T. Rowe Price’s Proxy Committee.

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Bruce Goldfarb is a founder of proxy solicitation firm Okapi Partners and serves as its president and chief executive officer. Bruce works extensively with corporate and mutual fund clients, as well as third-party investor and shareholder groups, including private equity sponsors, hedge funds and arbitrage firms, in solicitation and information agent campaigns. He focuses on proxy solicitation strategy and execution for mergers and acquisitions, proxy fights and other extraordinary transactions.

Prior to establishing Okapi Partners, Bruce was the senior managing director and general counsel of Georgeson Inc. (now a subsidiary of Computershare Limited), where he headed the Global M&A Advisory Group.

Before entering the proxy solicitation business, Bruce was a senior vice president of the investment management firm Scudder, Stevens & Clark, which is now a part of Deutsche Asset Management. At Scudder, he was a member of the legal department and served as chairman of the firm’s Proxy Review Committee.

For more than six years, Bruce practiced corporate law at Cravath, Swaine & Moore, where he specialized in mergers and acquisitions, securities transactions and international matters.

Bruce earned a J.D. from the Columbia University School of Law. He also received a B.A. in the history of art from the University of Pennsylvania concurrently with a B.S. in economics, with a concentration in finance, from its Wharton School.

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Mark Harnett cofounded MacKenzie Partners, Inc., in 1992. MacKenzie Partners is a full-service proxy solicitation and corporate governance consulting firm. The firm is the leading proxy advisor in control contests and information agent in friendly and hostile tender and exchange offers for equity and debt.

Representative transactions include:

Cracker Barrel/Biglari Holdings, McCormick & Schmick’s/Landry’s, AOL/Starboard Value Fund, Casey’s General Store/Alimentation Couche-Tard, Lionsgate/Icahn, Target/Pershing Square, NRG/Exelon, Midwest Air/AirTran/TPG and Northwest Airlines, Express Scripts/CVS/Caremark, H J Heinz/Trian, Engelhard/BASF and Unocal/Chevron and CNOOC.

MacKenzie Partners is based in New York City, with offices in Palo Alto, Los Angeles and London.

Mark holds a B.A. in government from Georgetown University and a J.D. from the University of Wisconsin Law School.

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E. Nelson Heumann has extensive experience with the bankruptcy and reorganization of public and private companies, including experience on numerous creditor committees. He joined Greenlight Capital in March 2000 and was made a partner in January 2002. After beginning his career as an equity analyst with Value Line, Mr. Heumann invested in a number of distressed companies while at Claremont Group, Merrill Lynch, Schroders and ultimately SG Cowen, where he managed a portfolio of distressed investments. Mr. Heumann graduated from Louisiana State University in 1980 with a B.S. in mechanical engineering and in 1985 with an M.S. in finance.

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Beth MacDonald is a vice president and assistant general counsel at 3D Systems Corporation. She is currently responsible for the company’s securities, corporate governance and corporate finance activity.

Prior to joining 3D Systems in October 2014, she was vice president – assistant general counsel at Family Dollar Stores, Inc., and was responsible for the company’s securities, corporate governance, M&A, contracts and corporate finance activity.

Before moving to Family Dollar in 2010, Beth was a partner with Alston & Bird’s Corporate Transactions & Securities Group. She concentrated her practice on public and private offerings of equity and debt securities, tender offers, exchange offers, recapitalizations and debt financing, mergers and acquisitions, SEC compliance and corporate governance and general corporate matters, with a particular focus on public company representation. Her representations have covered a variety of industry sectors, including banking and investment management, retail, restaurant and food service, manufacturing, automotive and sports and entertainment.

She received her J.D. from Georgetown University Law Center in 2000, where she was a senior editor of Law & Policy in International Business.

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Sidney J. Nurkin has served on the board of directors of Zep Inc. (NYSE: ZEP) since 2007 and currently serves as lead director. Mr. Nurkin was the recipient of the 2014 Atlanta Business Chronicle Outstanding Directors award for his service to the board. Prior to his retirement from Alston & Bird in 2006, Mr. Nurkin was a senior partner in the firm’s corporate practice area. Mr. Nurkin has also served as a director of Dayton Superior Corporation.

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Ray Robinson has been a director of Aaron’s Inc. since 2002 and currently serves as its Chairman of the Board. Since 2003, Mr. Robinson has also served as Chairman of the Board of Citizens Bancshares Corporation, the largest African-American owned bank in the southeastern United States , and serves as a director for Avnet, Inc., Acuity Brands, Inc., and AMR. He also serves as the Vice Chairman of the East Lake Community Foundation (since 2003). Previously, Mr. Robinson was employed with AT&T from 1968 until his retirement as the President of AT&T’s Southern Region Business Services Division (1995 – 2003). Mr. Robinson served as a director of ChoicePoint, Inc. (2004 – 2008) and Rail America (2010 – 2012). Mr. Robinson received the 2014 Atlanta Business Chronicle Outstanding Directors award for his service to the Board of Aaron’s Inc.

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John Roe is the head of advisory and client services, and leads the ICS team of governance and executive compensation experts. Prior to ICS, John was COO and chief compliance officer of an institutional investor. John also served on the White House Staff, was a McKinsey & Company consultant, and served as a military officer.

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Chris Rosselli is a deputy general counsel at Mohawk Industries, Inc., responsible for the company’s securities, M&A, corporate governance, executive compensation, benefits and corporate finance activity.

Before joining Mohawk, Chris practiced as a partner in the corporate department at Alston & Bird. His practice focused on complex business transactions such as mergers, acquisitions, divestitures, auctions, capital raises and joint ventures. Clients included private and public businesses and funds operating in a wide array of industries, including manufacturing, technology, retail, business services, financial services and insurance.

In between Alston & Bird and Mohawk, Chris spent a year as an attorney in the legal department at Delta Air Lines, assisting the global alliance and strategy groups with joint ventures and corporate investments.

Chris began his professional career as a teacher and coach at The Westminster Schools also in Atlanta.

Chris serves on the board of directors of the Association for Corporate Growth (Atlanta), and he was the chair of the 2014 ACG Atlanta Capital Connection. He is also chairman of the board of directors of the Bobby Dodd Institute, an organization providing employment training and placement services for adults with developmental disabilities. While practicing law, Chris developed and taught a seminar on mergers and acquisitions for third-year law students at the University of Georgia School of Law.