When is the Record Date for the Annual Meeting?
The Record Date for determination of stockholders entitled to vote at the Annual Meeting is the close of business on April 13, 2026.
How many votes can be cast by all stockholders?
Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. If on the Record Date, your shares were registered directly in your name with our transfer agent, then you are a stockholder of record. If on the Record Date, your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in “street name” and your brokerage firm, bank or other similar organization should provide you with instructions. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account.
There were 171,281,952 shares of our common stock, par value $0.0001 per share, outstanding on April 13, 2026, all of which are entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record is entitled to one vote for each share of our common stock held by such stockholder. No undesignated preferred stock has been issued as of the Record Date.
How is a quorum reached?
Our Second Amended and Restated Bylaws, or bylaws, provide that presence in person or by remote communication, if applicable, or represented by proxy, of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the Annual Meeting shall be necessary and sufficient to constitute a quorum.
Under the General Corporation Law of the State of Delaware, or DGCL, shares that are voted “abstain” or “withheld” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.
How many votes are needed to approve each proposal?
Under our bylaws, when a quorum is present at any meeting of stockholders, any proposal other than an election of directors is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law or by our Amended and Restated Certificate of Incorporation, or certificate of incorporation, or bylaws. Any election of directors is decided by a plurality of the votes properly cast on the election of directors.
To be elected, the directors nominated via Proposal No. 1 must receive a plurality of the votes properly cast on the election of directors, meaning that the director nominees receiving the most “For” votes will be elected. If nominees are unopposed, election requires only a single vote “For” or more. Votes withheld and broker “non-votes” will have no effect on the election of directors.
To ratify the appointment of our independent registered public accounting firm via Proposal No. 2, the affirmative vote of a majority of the votes properly cast for and against the proposal is required. Abstentions and broker “non-votes,” if any, will have no effect on the outcome of the vote.
To approve on an advisory basis the compensation of our NEOs via Proposal No. 3, the affirmative vote of a majority of the votes properly cast for and against the proposal is required. Abstentions and broker “non-votes” will have no effect on the outcome of the vote.
The frequency in Proposal No. 4 receiving the greatest number of votes cast (i.e., every one year, every two years or every three years) will be considered the frequency selected by our stockholders. Abstentions and broker “non-votes” will have no effect on the outcome of the vote.
How do I vote my shares without attending the Annual Meeting?
If you are a stockholder of record, you can vote by proxy over the Internet or by telephone by following the instructions provided in the Notice, or, if you requested printed copies of the proxy materials by mail, you can vote by mailing, signing and dating your proxy card as described in the proxy materials. In order to be counted, proxies submitted by Internet or telephone must be received by the cutoff time of 11:59 p.m. Eastern Time on June 3, 2026. Proxies submitted by mail must be received by our Secretary before the start of the Annual Meeting.
