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“For” Or “Against,” Or “Abstain” from Voting, Regarding Each of The “for” or “against,” or “abstain” from voting, before we mail our Notice of Annual Meeting, then a regarding each of the nominees for director and each director can be elected by a plurality of the votes of Proposals 2, 3 and 5, and permits you to vote for cast. This means that the eleven nominees who “1 Year,” “2 Years,” or “3 Years,” or “abstain” from receive the most votes “for” would be elected, even voting, regarding Proposal 4. All of your shares if it is less than a majority of the total shares entitled to vote and represented by properly outstanding, and stockholders would not be completed proxy received prior to the meeting and permitted to vote “against” a nominee; however, not revoked will be voted at the meeting in under our By-Laws and Corporate Governance accordance with your instructions. Guidelines, since the election for directors is uncontested, meaning that the only nominees are How many votes will be required to elect directors those recommended by the Board (as is the case for or to adopt the other proposals? this Annual Meeting), then each nominee for director must receive more votes “for” than “against” his or Because this election is not a contested election, to her election or re-election. Any nominee who fails to elect directors to the Board, a majority of the votes receive the required vote “for” his or her election or cast at the Annual Meeting is required. A nominee re-election must promptly tender his or her for director shall be elected to the Board if the votes resignation to the Chairman of the Board. If an cast “for” such nominee’s election exceed the votes incumbent director fails to receive the required vote cast “against” such nominee’s election. “Votes cast” for re-election, the Nominating & Governance excludes abstentions and any votes withheld by Committee of the Board (the “Governance brokers in the absence of instructions from street- Committee”) will promptly consider the resignation name holders. submitted by such director and will recommend to The affirmative vote of a majority of the shares the Board whether to accept such resignation. The present at the meeting in person or by proxy is Board will act on the recommendation of the required to: (a) ratify the appointment of CIT’s Governance Committee no later than 90 days independent registered public accounting firm following the date of the Annual Meeting. See (Proposal 2); approve by non-binding vote, executive “CIT’s Corporate Governance — Majority Voting for compensation (Proposal 3); and (c) approve CIT’s Directors” on page 13. No stockholder has 2011 Employee Stock Purchase Plan (Proposal 5). nominated any candidates for our Board for inclusion Abstentions and broker non-votes have the same on the agenda for the Annual Meeting, and therefore, effect as votes cast “against” Proposals 2, 3 and 5. the election is uncontested. The non-binding vote on the frequency of the Can I change or revoke my proxy? advisory vote on executive compensation (Proposal 4) receiving the greatest number of votes (every one, Yes, you may change your vote or revoke your proxy two or three years) will be considered the frequency at any time before it is exercised. To do so, you recommended by stockholders. Abstentions and should: broker non-votes will have no effect on such vote. • send in a new proxy card with a later date; Although the advisory votes on Proposals 3 and 4 are • send a written revocation to the Corporate non-binding, as provided by law, the Board will Secretary; review the results of the votes and will take them into account in considering executive compensation • cast a new vote by telephone or Internet; or and making a determination concerning the • attend the Annual Meeting and vote in person. frequency of such advisory votes. Written revocations of a prior vote must be sent by Can a director be elected without receiving votes mail to CIT’s Corporate Secretary at One CIT Drive, from a majority of the shares outstanding? Livingston, NJ 07039, or by delivering a duly executed proxy bearing a later date. If you attend the If a stockholder had provided notice of an intention Annual Meeting and vote in person, your vote will to nominate one or more candidates to compete with revoke any previously submitted proxy. If you hold the Board’s nominees, in accordance with the your shares in street name, you must contact your requirements of our By-Laws, and such stockholder broker if you wish to change your vote. had not withdrawn such nomination by the tenth day 3.
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