2019 Proxy Statement

matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” At the meeting, the election of directors, the approval of the Amendment and Restatement and the approval of the 2019 Plan are considered non-routine matters, but the ratification of the appointment of our independent registered public accounting firm is considered a routine matter. What options do I have in voting on each of the proposals? You may vote “FOR” or withhold your vote with respect to the election of each director nominee. You may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to the approval of the Amendment and Restatement, the approval of the 2019 Plan and the ratification of the appointment of our independent registered public accounting firm, and any other proposal that may properly be brought before the meeting. How many votes may I cast? You are entitled to cast one vote for each share of stock you owned on the record date. What is the quorum required for each matter? The holders of a majority of the outstanding shares of the Company entitled to vote on each matter represented in person or by proxy will constitute a quorum for purposes of such matter at the meeting. If less than a majority of the outstanding shares are represented at the meeting, a majority of the shares represented may adjourn the meeting at any time. On February 25, 2019, the record date, there were 30,097,674 shares of common stock issued and outstanding. Therefore, at least 15,048,838 shares need to be represented in order to constitute a quorum. Broker non-votes will count for purposes of determining whether or not a quorum is present since a routine matter (the ratification of the appointment of our independent registered public accounting firm) is on the proxy ballot. Similarly, abstentions will be considered in determining the presence of a quorum. How many votes are needed for approval of each proposal? With respect to the election of directors, the three individuals receiving the highest number of votes cast “FOR” their election will be elected as directors of the Company to serve until the Company’s 2022 annual meeting of shareholders and until his successor has been duly elected and qualified, or until his earlier resignation or removal. In an uncontested election, all director-nominees will be elected if they receive at least one vote. As a result, abstentions and broker non- votes, if any, will not affect the outcome of the election. With respect to the approval of the Amendment and Restatement, approval of the 2019 Plan and the ratification of the appointment of our independent registered public accounting firm, if a majority of the voting power of the shares of common stock present and entitled to vote are voted “FOR” the approval of any of those proposals, then that proposal will be approved. How are abstentions and broker non-votes treated? With respect to the election of directors, abstentions and broker non-votes will not affect the outcome of the election. With respect to the approval of the Amendment and Restatement, approval of the 2019 Plan and the ratification of the appointment of our independent registered public accounting firm, an abstention will have the effect of a vote “AGAINST” the approval of the proposal that was abstained from. A broker non-vote will not be treated as entitled to vote on these proposals, and therefore will not have an effect on these proposals.

In order to minimize the number of broker non-votes, the Company encourages you to vote or to provide voting instructions with respect to each proposal to the organization that holds your shares by carefully following the instructions provided. What if I change my mind after I return my proxy? You may revoke your proxy and change your vote at any time prior to the taking of the vote at the meeting. Prior to the applicable cutoff time, you may change your vote using the methods described in the proxy card. You may also revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated as of a later date, or by attending the virtual meeting and voting online. However, your attendance at the virtual meeting will not automatically revoke your proxy unless you properly vote at the virtual meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation to the Company’s secretary at 3800 American Boulevard West, Suite 100, Bloomington, Minnesota 55431, prior to the meeting. What happens if a nominee is unable to stand for election? The Board may, by resolution, designate a substitute nominee. Shares represented by proxies may be voted for a substitute nominee. Proxies cannot be voted for more than three nominees. The Board has no reason to believe any nominee will be unable to stand for election. Where do I find the voting results of the meeting? If available, we will announce voting results at the meeting. The voting results will also be disclosed in a Current Report on Form 8-K that we will file with the Securities and Exchange Commission within four business days after the annual meeting. Who bears the cost of soliciting proxies? We will bear the cost of soliciting proxies. In addition to solicitations by mail, officers, directors or employees of the Company or its subsidiaries may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for soliciting proxies. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to shareholders. How can multiple shareholders sharing the same address request to receive only one set of proxy materials and other investor communications? You may elect to receive future proxy materials, as well as other investor communications, in a single package per address. This practice, known as “householding,” is designed to reduce our paper use and printing and postage costs. To make the election, please indicate on your proxy card under “Householding Election” your consent to receive such communications in a single package per address. Once we receive your consent, we will send a single package per household until you revoke your consent or request separate copies of our proxy materials by contacting the Company’s secretary at 3800 American Boulevard West, Suite 100, Bloomington, Minnesota 55431 or (952) 893-6868. We will start sending you individual copies of proxy materials and other investor communications following receipt of your revocation.

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