PROPOSAL 1: APPROVAL AND ADOPTION OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT AND AUTHORIZED SHARE DECREASE

The first proposal to be voted on is the approval and adoption of an amendment to our Certificate of Incorporation to effect the Reverse Stock Split at the Reverse Stock Split Ratio and, if and when the Reverse Stock Split is effected, to correspondingly reduce the number of authorized shares of our Common Stock by the Reverse Stock Split Ratio.

On September 9, 2016, the Board adopted resolutions (1) approving and declaring advisable an amendment to our Certificate of Incorporation to effect the Reverse Stock Split and, if and when the Reverse Stock Split is effected, to reduce the number of authorized shares of Class A Common Stock from 750,000,000 to 93,750,000, of Class B Common Stock from 600,000,000 to 75,000,000 and of Class C Common Stock from 644,871 to 80,609 (the Reverse Stock Split and the corresponding reduction in the number of authorized shares of all classes of our Common Stock are together referred to as the “Reverse Stock Split Amendment”), (2) directing that the Reverse Stock Split Amendment be submitted to the holders of our Class A Common Stock and Class C Common Stock for their approval and adoption and (3) recommending that the holders of our Class A Common Stock and Class C Common Stock adopt the Reverse Stock Split Amendment.

Upon stockholder approval of the Reverse Stock Split Amendment, the Board may determine the exact timing of the filing of the Reverse Stock Split Amendment based on its evaluation as to when the filing would be the most advantageous to the Company and its stockholders. The Reverse Stock Split will be effected by filing an amendment to our Certificate of Incorporation in the form of the Certificate of Amendment attached as Annex A to this Proxy Statement (the “Reverse Stock Split Amendment Certificate”) with the Secretary of State of the State of Delaware.

Upon the effectiveness of the Reverse Stock Split Amendment, a reduction in the number of authorized shares of our Common Stock will occur as further described below under “Effect of the Reverse Stock Split on Holders of Outstanding Common Stock,” “Authorized Shares” and “Fractional Shares.”

The Board reserves the right to elect to abandon the Reverse Stock Split notwithstanding stockholder approval of the Reverse Stock Split Amendment, if it determines in its sole discretion that the Reverse Stock Split is no longer in the best interests of the Company and its stockholders. If the Board abandons the Reverse Stock Split, there will be no reduction in the number of authorized shares of our Common Stock.

To avoid the existence of fractional shares of our Common Stock, stockholders of record who would otherwise hold fractional shares as a result of the Reverse Stock Split will be entitled to receive one whole share of the applicable class of Common Stock by virtue of rounding up such fractional share of the same class of Common Stock to the next highest whole share as described under “Fractional Shares.”

Purpose of the Reverse Stock Split Amendment

Our Class A Common Stock is listed on The NASDAQ Stock Market, LLC (“NASDAQ”). In order for our Class A Common Stock to continue trading on NASDAQ, we must comply with various listing standards, including our Class A Common Stock maintaining a minimum closing bid price of at least $1.00 during a 30 consecutive trading-day period. On November 3, 2015, we received a letter from the Listing Qualifications Department of NASDAQ indicating that our Class A Common Stock has failed to comply with the minimum bid price requirement for continued listing. On May 3, 2016, we received approval from NASDAQ to transfer the listing of our Class A Common Stock from the NASDAQ Global Select Market to the NASDAQ Capital Market, which provides us an additional 180 calendar days to comply with the minimum closing bid price rule in order for our Class A Common Stock to remain listed on the NASDAQ Capital Market. Our inability to maintain the listing of our Class A Common Stock on any NASDAQ market may materially adversely affect the liquidity and

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market price of our Class A Common Stock. The Board is submitting the Reverse Stock Split Amendment to stockholders for approval and adoption with the primary intent of increasing the price of our Class A Common Stock to regain compliance with this listing requirement. If Proposal 1 is not approved and adopted, we may be unable to maintain the listing of our Class A Common Stock on NASDAQ, which could adversely affect the liquidity and marketability of our Class A Common Stock.

Many brokerage houses and institutional investors have internal policies and practices that prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our Class A Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe that the Reverse Stock Split will make our Class A Common Stock a more attractive and cost-effective investment for many investors, which may enhance the liquidity of our Class A Common Stock for holders and potential holders.

Reducing the number of outstanding shares of our Class A Common Stock through the Reverse Stock Split Amendment is intended, absent other factors, to increase the per share market price of our Class A Common Stock. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our Class A Common Stock. As a result, even if a Reverse Stock Split Amendment is effected, it may not result in the intended benefits described above, including compliance with the NASDAQ listing requirements, the market price of our Class A Common Stock may not increase following the Reverse Stock Split or even if it does, the market price of our Class A Common Stock may decrease in the future. Additionally, the market price per share of our Class A Common Stock after the Reverse Stock Split may not increase in proportion to the reduction in the number of shares of our Class A Common Stock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of our Class A Common Stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split.

Finally, we believe that the Reverse Stock Split and the corresponding reduction in the number of authorized shares of our Class A Common Stock will provide the Company and its stockholders with other benefits. Currently, the fees we pay to list our shares on NASDAQ are based on the number of shares we have outstanding. Also, the fees we pay for custody and clearing services, the fees we pay to the Securities and Exchange Commission (the “SEC”) to register securities for issuance and the costs of our proxy solicitations are frequently based on or related to the number of shares being held, cleared or registered, as applicable. Reducing the number of shares that are outstanding and that will be issued in the future may reduce the amount of fees and tax that we pay to these organizations and agencies, as well as other organizations and agencies that levy charges based on the number of shares rather than the value of the shares.

Effect of the Reverse Stock Split

If approved and effected, the Reverse Stock Split will take effect simultaneously and in the same ratio for all outstanding shares of all classes of our Common Stock. In accordance with the terms of our Certificate of Incorporation, the Reverse Stock Split will affect each class of our Common Stock uniformly and will not affect any stockholder’s percentage ownership interest in us, except to the extent that the Reverse Stock Split would result in any holder of our Common Stock receiving a whole share of the applicable class of Common Stock by virtue of the treatment of fractional shares as described under “Fractional Shares.”

The principal effects of the Reverse Stock Split will be that:

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Upon the effectiveness of the Reverse Stock Split Amendment, each class of our Common Stock will have a new Committee on Uniform Securities Identification Procedures (“CUSIP”) number, which numbers are used to identify our equity securities, and stock certificates with the old CUSIP numbers will need to be exchanged for stock certificates with the new CUSIP numbers by following the procedures described below.

The Reverse Stock Split is not intended to be a first step in a series of steps leading to a “going private transaction” pursuant to Rule 13e-3 under the Securities Exchange Act of 1934, as amended. Implementing the Reverse Stock Split would not reasonably likely result in, or would not have a purpose to produce, a going private effect.

Beneficial Holders of Common Stock.   Upon the implementation of the Reverse Stock Split, we intend to treat shares of Common Stock held by stockholders in “street name” ( i.e. , through a bank, broker or other nominee), in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding our Common Stock in “street name”. However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the Reverse Stock Split. If a stockholder holds shares of our Common Stock with a bank, broker or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker or other nominee.

Registered “Book-Entry” Holders of Common Stock.   Certain of our registered holders of Common Stock may hold some or all of their shares electronically in “book-entry” form with the transfer agent. These stockholders do not have stock certificates evidencing their ownership of Common Stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts. If a stockholder holds registered shares of Common Stock in “book-entry” form with the transfer agent, they will be sent a transaction statement by the transfer agent as soon as practicable after the effective time of the Reverse Stock Split indicating the number of shares of Common Stock held.

Holders of Certificated Shares of Common Stock.   Stockholders of record at the effective time of the Reverse Stock Split Amendment holding shares of any class of Common Stock in certificated form (“Old

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Certificates”) will be sent a transmittal letter by the transfer agent after the effective time of the Reverse Stock Split Amendment indicating that these holders will receive in exchange for their Old Certificates either (i) registered shares in “book-entry” form or (ii) new certificates (“New Certificates”), in each case representing the appropriate number of whole shares of the same class of Common Stock following the Reverse Stock Split.

The letter of transmittal will contain the necessary materials and instructions on how a stockholder should surrender his, her or its Old Certificates representing shares of Common Stock to the transfer agent. No registered shares in “book-entry” form or New Certificates will be delivered to a stockholder until the stockholder has surrendered all Old Certificates, together with a properly completed and executed letter of transmittal, to the transfer agent. Stockholders will then receive either a statement reflecting the shares in “book-entry” form registered in their accounts or New Certificates representing the number of whole shares of the same class of Common Stock for which their shares of Common Stock were combined as a result of the Reverse Stock Split.

Until surrendered, outstanding Old Certificates will only represent the number of whole shares of our Common Stock following the Reverse Stock Split to which the shares formerly represented by the Old Certificate were combined into as a result of the Reverse Stock Split. Stockholders must exchange their Old Certificates in order to effect transfers or deliveries of shares on NASDAQ.

Any Old Certificates submitted for exchange, whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for registered shares in “book-entry” form or New Certificates. If an Old Certificate bears a restrictive legend, the registered shares in “book-entry” form or New Certificate will bear the same restrictive legend.

Stockholders should not destroy any stock certificate(s) and should not submit any stock certificate(s) until requested to do so.

Fractional Shares

There will be no fractional shares issued in connection with the effectiveness of the Reverse Stock Split Amendment. A holder of record of any class of Common Stock upon the effectiveness of the Reverse Stock Split Amendment who would otherwise be entitled to a fraction of a share of such class of Common Stock will, in lieu of such fractional share, be entitled to receive one whole share of the applicable class of Common Stock by virtue of rounding up such fractional share of the same class of Common Stock to the next highest whole share.

Authorized Shares

If and when the Reverse Stock Split is effected, the number of authorized shares of each class of our Common Stock will be reduced by the Reverse Stock Split Ratio.

As a result of the reduction in authorized shares of each class of our Common Stock that will occur if and when the Reverse Stock Split is effected, the same proportion of authorized but unissued shares of each class of Common Stock to shares of each class of Common Stock authorized and issued (or reserved for issuance) would be maintained as of the effective time of the Reverse Stock Split Amendment. If the Reverse Stock Split is not effected for any reason, including the Board’s determination after stockholder approval thereof, there will be no reduction in the number of authorized shares of our Common Stock.

Accounting Matters

The Reverse Stock Split Amendment will not affect the par value of our Common Stock per share, which will remain at $0.01. As a result, as of the effective time of the Reverse Stock Split Amendment, the stated capital attributable to each class of Common Stock on our balance sheet will be reduced proportionately based

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upon the Reverse Stock Split Ratio, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Reported per share net income or loss will be higher because there will be fewer shares of Common Stock outstanding.

Certain Risks Associated with the Reverse Stock Split

In addition to the risks associated with the Reverse Stock Split described above, there are a number of other risks associated with the Reverse Stock Split, including:

Certain U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following summary describes certain U.S. federal income tax consequences of the Reverse Stock Split to holders of our Common Stock. This summary does not address all of the U.S. federal income tax consequences that may be relevant to any particular holder of our Common Stock, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to (i) persons that may be subject to special treatment under U.S. federal income tax law, such as banks and other financial institutions, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, partnerships (or other entities classified as partnerships for U.S. federal income tax purposes) and investors therein, “U.S. holders” (as defined below) whose functional currency is not the U.S. dollar, U.S. expatriates, controlled foreign corporations, passive foreign investment companies, persons subject to the alternative minimum tax, persons who acquired our Common Stock through the exercise of employee stock options or otherwise as compensation, traders in securities that elect to mark to market and dealers in securities or currencies, (ii) persons that hold our Common Stock as part of a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for U.S. federal income tax purposes, or (iii) persons that do not hold our Common Stock as “capital assets” (generally, property held for investment). This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of the date hereof. Subsequent developments in U.S. federal income tax law, including changes in law or differing interpretations, which may be applied retroactively, could have a material effect on the U.S. federal income tax consequences of the Reverse Stock Split. This summary does not address the Medicare tax on net investment income, gift or estate taxes, or the effects of any state, local or foreign tax laws.

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Each holder of our Common Stock should consult its own tax advisor regarding the U.S. federal, state, local, and foreign income and other tax consequences of the Reverse Stock Split.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold our Common Stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.

U.S. Holders.   The discussion in this section is addressed to “U.S. holders.” A “U.S. holder” is a beneficial owner of any class of our Common Stock that is a citizen or individual resident of the United States, a corporation (or other entity classified as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise subject to U.S. federal income taxation on a net income basis in respect of our Common Stock. The Reverse Stock Split should be treated as a recapitalization for U.S. federal income tax purposes. Therefore, no gain or loss will be recognized upon the Reverse Stock Split. Accordingly, the aggregate tax basis in the Common Stock received pursuant to the Reverse Stock Split should equal the aggregate tax basis in the Common Stock surrendered, and the holding period for the Common Stock received should include the holding period for the Common Stock surrendered.

Non-U.S. Holders.   The discussion in this section is addressed to “non-U.S. holders.” A non-U.S. holder is a beneficial owner of any class of our Common Stock that is neither a U.S. holder nor a partnership (or other entity classified as a partnership for U.S. federal income tax purposes). Generally, non-U.S. holders will not recognize any gain or loss upon the Reverse Stock Split.

No Appraisal Rights

Under the laws of the State of Delaware, holders of our Common Stock will not be entitled to dissenter’s rights or appraisal rights with respect to the Reverse Stock Split Amendment.

Interests of Certain Persons in Proposal 1

Certain of our officers and directors have an interest in Proposal 1 as a result of their ownership of shares of our Class A Common Stock and/or Class C Common Stock. However, we do not believe that our officers or directors have interests in Proposal 1 that are different from or greater than those of any of our other stockholders.

Required Vote

The affirmative vote of a majority of the votes entitled to be cast at the Special Meeting is required to approve and adopt Proposal 1.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL AND ADOPTION OF THE REVERSE STOCK SPLIT AMENDMENT.

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