When holders of Class A Common Stock and holders of Class B Common Stock vote together as a single class, each holder of Class A Common Stock is entitled to one vote for each share of Class A Common Stock registered in such holder’s name and each holder of Class B Common Stock is entitled to ten votes for each share of Class B Common Stock registered in such holder’s name. When holders of Class A Common Stock and holders of Class B Common Stock vote as separate classes, holders of Class A Common Stock and Class B Common Stock are each entitled to one vote per share.
At the Special Meeting there were present virtually or represented by proxy, stockholders holding 133,739,445 shares of Class A Common Stock and 23,052,143 shares of Class B Common Stock, representing (i) approximately 92.6% of the votes entitled to be cast at the Special Meeting by the holders of all outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote, (ii) approximately 99.3% of the issued and outstanding shares of Class B Common Stock and (iii) approximately 82.9% of the issued and outstanding shares of Class A Common Stock.
Proposal 1 - Reclassification Proposal
A proposal to approve and adopt the Amended and Restated Charter, which would effectuate the Reclassification, was approved as set forth below.
The Unaffiliated Class A Holders approved the proposal to adopt the Amended and Restated Charter, based on the following numbers of votes:
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
115,277,091 |
|
11,006,108 |
|
129,476 |
|
0 |
The holders of issued and outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon, voting as a single class, approved the proposal to adopt the Amended and Restated Charter, based on the following numbers of votes:
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
353,025,231 |
|
11,066,968 |
|
168,676 |
|
0 |
The holders of issued and outstanding shares of Class B Common Stock, with holders of Class B Common Stock having one (1) vote per share, approved the proposal to adopt the Amended and Restated Charter, based on the following numbers of votes:
|
|
|
|
|
|
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
23,042,137 |
|
6,086 |
|
3,920 |
|
0 |
Proposal 2 - Adjournment Proposal
In light of the approval of Proposal 1, Proposal 2 described in the Proxy Statement (relating to the adjournment of the Special Meeting if necessary or appropriate) was rendered moot and was not presented at the Special Meeting.
Item 7.01 |
Regulation FD Disclosure. |
On November 9, 2022, the Company issued a news release announcing the results of the stockholder vote on the Reclassification Proposal at the Special Meeting. A copy of the news release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
On November 10, 2022, the Company issued a news release announcing the matters discussed in this Current Report on Form 8-K. A copy of the news release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.