PROPOSAL 1: APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF
COMMON STOCK
The Board of Directors recommends that you approve an amendment to Article Fourth of the Certificate of Incorporation of the
Company to increase the Companys authorized Common Stock from 1,200,000,000 to 1,800,000,000 shares. We are not requesting any increase to the authorized number of shares of preferred stock, which will remain unchanged at 5,000,000 shares.
As of [September 27, 2018], there were:
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Number of Shares
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Description
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Shares of Common Stock issued
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Shares of Common Stock outstanding
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Shares held as treasury stock
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Shares reserved for issuance under our existing equity compensation plans
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Shares (approximately) available that could be authorized for future issuance
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The reason for the Amendment is to facilitate the Board of Directors recently announced plan to effect a
2-for-1
stock split of our shares of Common Stock. The Board of Directors approved a
2-for-1
stock split by means of a stock dividend contingent upon approval by shareholders of the Amendment. The new shares would be payable on [November 6, 2018] to each holder of record at the close of business on [October 30, 2018]. In connection with the
stock split, the Executive Compensation Committee of the Board of Directors would also make appropriate adjustments to our equity incentive plan and outstanding equity-based awards, including adjustments to the number of shares of Common Stock
authorized for issuance under such plan and to the terms of such awards, in accordance with the provisions of the plan.
Any authorized and unissued
shares remaining after the stock split would be available for other general corporate purposes as the Board of Directors may determine from time to time, including for use under its compensation plans. Unless required by applicable law or stock
exchange rules, no further vote of the shareholders will be required to issue such shares.
The additional shares of Common Stock that would be
authorized by this proposal would be identical to the shares of Common Stock the Company now has authorized. Holders of Common Stock do not have preemptive rights to subscribe to additional securities that may be issued by the Company.
The Board of Directors has not proposed the increase in the amount of authorized shares with the intention of discouraging tender offers or takeover
attempts of the Company. However, the availability of additional authorized shares for issuance may have the effect of discouraging a merger, tender offer, proxy contest, or other attempt to obtain control of the Company.
If the Amendment is approved by the shareholders at the Special Meeting, the Certificate of Amendment will be filed with the Secretary of State of the
State of Delaware to effect the Amendment as soon as practicable after the Special Meeting. The form of the Certificate of Amendment that would be enacted if the Amendment is adopted is set forth in the Appendix to this proxy statement.
The Amendment requires the approval of a majority of the shares outstanding entitled to vote thereon. You may vote for, against, or abstain on the
Amendment. If you abstain from voting on the Amendment, your shares will not be counted as having been voted on that matter and will therefore have the same effect as a vote against the Amendment, but will be counted as in attendance at
the Special Meeting for purposes of establishing a quorum.
Your Board of Directors recommends that you vote FOR Proposal 1.
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