Who is entitled to vote at the Special Meeting?
Stockholders at the close of business on [ ], 2024 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting or any adjournment, postponement or continuation thereof. At the close of business on the Record Date, there were [ ] shares of Common Stock ([ ] shares of Class A Common Stock and [ ] shares of Class B Common Stock) issued and outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on each matter presented to stockholders at the Special Meeting. You must obtain your own internet access if you choose to vote online and/or virtually attend the Special Meeting.
What is the difference between being a “record holder” and holding shares in “street name”?
A “record holder” (also called a registered holder) holds shares in his, her or its name. Shares held in “street name” are shares held in the name of a bank, broker or other nominee (the record holder) on behalf of the beneficial owner.
What do I do if my shares are held in street name?
If you hold your shares in street name, the Proxy Materials have been forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by following its instructions. Refer to information from your bank, broker or other nominee on how to vote your shares.
What are “broker non-votes”?
A “broker non-vote” occurs when shares held in street name by a bank broker or other nominee are not voted with respect to a proposal because the bank, broker or other nominee in whose name such shares are held (i) has not received voting instructions from the beneficial owner of such shares and/or (ii) lacks the authority to vote such shares at its discretion. Because they are considered non-discretionary matters, banks, brokers and other nominees will lack the authority to vote uninstructed shares at their discretion on the Plan Amendment and Adjournment Proposals.
How many shares must be present to hold the Special Meeting?
A quorum must be present for any business to be conducted at the Special Meeting. The holders of a majority in voting power of our capital stock issued and outstanding and entitled to vote, present virtually or represented by proxy, constitute a quorum. If you vote online, by telephone or by returning your signed proxy card in the envelope provided, your shares will be counted in determining whether a quorum is present (even if you abstain or fail to vote).
What if a quorum is not present at the Special Meeting?
If a quorum is not present at the Special Meeting, either the Chair of the Special Meeting or a majority in voting power of the stockholders entitled to vote at the Special Meeting, present virtually or represented by proxy, may adjourn the Special Meeting until a quorum is present.
How do I vote my shares without virtually attending the Special Meeting?
It is important that your shares be represented at the Special Meeting, whether or not you plan to virtually attend. If you are a stockholder of record, there are three ways to vote by proxy:
• | Online: Visit www.proxyvote.com and following the instructions on your proxy card. |
• | By telephone: Call 1-800-690-6903 and following the instructions on your proxy card. |
• | By mail: Return your signed proxy card in the envelope provided. |
Internet and telephone voting facilities will be available 24 hours a day until 10:59 p.m., Central Time, on [ ], 2024.
If you hold your shares in street name, you will receive instructions on how to vote your shares from your bank, broker or other nominee. You must follow such instructions in order to vote your shares.
