As of the date of this Proxy Statement, the Company’s management knows of no other matter to be brought before the Annual Meeting. Should any other matter properly come before the Annual Meeting, all shares of Common Stock represented by effective proxies will be voted, at their discretion, by the persons acting under such proxies.
Only holders of record of shares of Class A Common Stock or Class B Common Stock at the close of business on the Record Date are entitled to attend and vote at the Annual Meeting or adjournments or postponements of the Annual Meeting. At the close of business on the Record Date, there were 14,525,750 shares of Class A Common Stock and 4,448,626 shares of Class B Common Stock issued and outstanding.
Quorum Requirements. Each share of Class A Common Stock entitles its holder to one vote per share, and each share of Class B Common Stock entitles its holder to ten votes per share, in each case with respect to any matter properly submitted to a vote of such holders. The presence virtually or by proxy of holders of a majority of the outstanding shares of Class A Common Stock constitutes a quorum for purposes of the election of directors by the holders of Class A Common Stock. The presence virtually or by proxy of holders of a majority of the outstanding shares of Class B Common Stock constitutes a quorum for purposes of the election of directors by the holders of Class B Common Stock. The presence virtually or by proxy of holders of Common Stock possessing a majority of the aggregate votes represented by the Class A Common Stock and Class B Common Stock, taken together, constitutes a quorum for purposes of all other matters that are properly presented at the Annual Meeting.
Abstentions and Broker Non-Votes. Abstentions with respect to a proposal and broker non-votes are counted for purposes of establishing a quorum, but they will not be counted as votes cast for or against any proposal, and they will not have any effect on the outcome of any proposal. A broker non-vote occurs if a broker or other financial intermediary does not receive instructions from the beneficial owner of shares held in street name for certain types of proposals, and the broker indicates it does not have authority to vote the shares for such proposals. A broker is entitled to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters. All three proposals described in this Proxy Statement constitute “non-routine” matters; therefore, if you hold your shares of Common Stock in street name, and you do not instruct your broker, bank or other nominee how to vote, then your shares will not be voted at the Annual Meeting with respect to the three proposals described in this Proxy Statement.
Election of Directors. If a quorum of each class is present at the Annual Meeting, the holders of Class A Common Stock, voting as a class, will elect two directors, and the holders of Class B Common Stock, voting as a class, will elect six directors. For purposes of the election of directors, each shareholder will have one vote for each share of Common Stock held by the shareholder as of the Record Date. Pursuant to the North Carolina Business Corporation Act, directors will be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election. Thus, abstentions and broker non-votes will not be included in vote totals and will not affect the outcome of the vote.
A broker does not have authority to vote shares held by it in “street name” in the election of directors unless it is instructed by the beneficial owner of such shares as to how such shares are to be voted in such election. Accordingly, if you hold your shares through a broker, you are urged to provide voting instructions in accordance with your broker’s directions.
Cumulative voting is not applicable to the election of directors at the Annual Meeting.
Other Matters. Unless otherwise provided in the Company’s Articles of Incorporation or the North Carolina Business Corporation Act, holders of Class A Common Stock and Class B Common Stock vote as a single class with respect to any matter properly brought before our shareholders. In any such vote, shareholders will be entitled to one vote for each share of Class A Common Stock held as of the Record Date and ten votes for each share of Class B Common Stock held as of the Record Date. For purposes of any such vote, if a quorum is present, a proposal will pass if the votes cast “for” the action exceed the votes cast “against” the action, unless otherwise provided in the Company’s Articles of Incorporation or the North Carolina Business Corporation Act. Shares not voted with respect to any such matters (whether by abstention or broker non-vote) would not be included in vote totals and would not impact the vote.
As of the date of this Proxy Statement, the Company knows of no matters other than those listed on the Notice of Annual Meeting of Shareholders to be presented for action at the Annual Meeting.
