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## ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 

The Company incorporates by reference the information called for by Item 12 of this Form 10-K from the section entitled “Security Ownership of Certain Beneficial Owners” of the 2013 Proxy Statement. 

## Equity Compensation Plan Information 

The table below sets forth the following information as of December 31, 2012 for all compensation plans previously approved by the Company’s stockholders: 

(a) the number of securities to be issued upon the exercise of outstanding options, warrants and rights; 

(b) the weighted-average exercise price of such outstanding options, warrants and rights; 

(c) other than securities to be issued upon the exercise of such outstanding options, warrants and rights, the number of securities remaining available for future issuance under the plans. 

## EQUITY COMPENSATION PLAN INFORMATION 

<img src='content_image/230684.jpg'>

## ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 

The Company incorporates by reference the information called for by Item 13 of this Form 10-K from the sections entitled “Proposal I – Election of Directors,” “Corporate Governance and Board of Directors” and “Certain Relationships and Related Transactions” of the 2013 Proxy Statement. 

## ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 

The Company incorporates by reference the information called for by Item 14 of this Form 10-K from the section entitled “Proposal IV - Ratification of KPMG LLP as our Independent Registered Public Accounting Firm” of the 2013 Proxy Statement. 

