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KEY INFORMATION
Attending the Annual Meeting
All stockholders, including stockholders of record and stockholders
bring photo identification
. If your shares are held in the name of a
who hold their shares through banks, brokers, nominees or any other
broker or other nominee, please bring with you a letter (and a legal
holders of record, are invited to attend the Annual Meeting.
proxy if you wish to vote your shares) from the broker or nominee
Stockholders of record can vote in person at the Annual Meeting. If
confirming your ownership as of the record date, which is March 3,
you are not a stockholder of record, you must obtain a proxy 2015. Failure to bring photo identification and such a letter may delay
executed in your favor, from the record holder of your shares, such as your ability to attend or prevent you from attending the Annual
a broker, bank or other nominee, to be able to vote in person at the Meeting.
Annual Meeting. If you plan to attend the Annual Meeting,
please
Quorum and Required Vote
Stockholders representing a majority of our outstanding capital stock may exercise discretionary authority to vote those shares. Brokers are
entitled to vote must be present or represented by proxy in order to permitted to vote on discretionary items if they have not received
constitute a quorum to conduct business at the Annual Meeting. With instructions from the beneficial owners, but they are not permitted to
respect to the election of directors, our stockholders may vote in favor
vote (a ‘‘broker non-vote’’) on non-discretionary items absent
of all of the nominees, may withhold their vote for all of the nominees,
instructions from the beneficial owner. With respect to the Annual
or may withhold their vote as to specific nominees. Under the Meeting, Rule 452 prohibits such brokers from exercising
Delaware General Corporation Law, our certificate of incorporation discretionary authority in the election of our directors, the vote to
and our by-laws, the affirmative vote of the majority of the votes cast
approve our 2015 Long Term Incentive Plan and the advisory vote to
affirmatively or negatively at the Annual Meeting at which a quorum is approve the compensation of our named executive officers but such
present and entitled to vote is required to approve Proposals 2, 3 and brokers may exercise discretionary authority with respect to the
4 and a plurality of the votes of the shares of our capital stock present
ratification of the appointment of Ernst & Young LLP as our
in person or represented by proxy at the Annual Meeting and entitled independent auditors for the year ending December 31, 2015.
to vote is required to approve Proposal 1.
Abstentions and broker non-votes will be included for purposes of
A vote withheld for a nominee in the election of directors will have the determining whether a quorum is present at the Annual Meeting.
same effect as a vote against the nominee.
Neither abstentions nor broker non-votes will have any effect on the
outcome of voting on any of the proposals at the Annual Meeting,
Brokers who hold shares in street name for customers are required to
except that abstentions that relate to the vote to approve our 2015
vote shares in accordance with instructions received from the
Long Term Incentive Plan will have the same effect as a vote against
beneficial owners. The New York Stock Exchange’s (the ‘‘NYSE’’)
the plan.
Rule 452 restricts when brokers who are record holders of shares
Costs of Solicitation
We will pay the cost of soliciting proxies for the Annual Meeting.
solicitation material to the beneficial owners of stock held of record by
Proxies may be solicited by our regular employees, without additional
such persons. We may reimburse such brokerage houses,
compensation, in person, or by mail, courier, telephone, email or
custodians, nominees and fiduciaries for reasonable out-of-pocket
facsimile. We may also make arrangements with brokerage houses expenses incurred by them in connection therewith.
and other custodians, nominees and fiduciaries for the forwarding of
Annual Report
Our 2014 Annual Report on Form 10-K, including consolidated 77024, Attention: Secretary, or at telephone number
financial statements as of and for the year ended December 31,
+1 (713) 452-2322. The Annual Report does not form any part of the
2014, is being made available to all stockholders entitled to vote at
materials for the solicitation of proxies. In addition, this proxy
the Annual Meeting together with this proxy statement, in satisfaction statement and our Annual Report to stockholders are available to you
of the requirements of the Securities and Exchange Commission at no charge electronically at
Documents
(‘‘SEC’’). Copies of the Annual Report are available at no charge upon we file with the SEC are generally available on our website at
request. To obtain copies of the Annual Report, please contact us at
. The contents of such website are not
the Cobalt Center, 920 Memorial City Way, Suite 100, Houston, Texas being incorporated by reference herein.
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