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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on April 27, 2018

Meeting Type: Annual Meeting

For holders as of: March 05, 2018

Location: Hyatt Regency Westlake

                  880 S Westlake Blvd.

                  Westlake Village, CA 91361

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

  Broadridge Internal Use Only 

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— Before You Vote —

How to Access the Proxy Materials

1. Notice & Proxy Statement    2. Annual Report on Form 10-K

How to View Online:

Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:

2) BY TELEPHONE:

3) BY E-MAIL*:

*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 15, 2018 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions.

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Voting items

The Board of Directors recommends

you vote FOR the following:

1.  Election of Directors

       Nominees

1A  John Chenault

1B   David C. Habiger

1C   Richard S. Hill

1D  Jon Kirchner

1E   V. Sue Molina

1F   George Riedel

1G  Christopher A. Seams

The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5.

2.   To approve the Company’s Seventh Amended and Restated 2003 Equity Incentive Plan;

3.   To approve the Company’s Amended and Restated 2003 Employee Stock Purchase Plan;

4.   To hold an advisory vote to approve executive compensation;

5.  To ratify the appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm of the Company for its year ending December 31, 2018;

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Broadridge Internal Use Only 

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