postponement, continuation or adjournment thereof, it is the intention of the persons named in the accompanying proxy card or their substitutes to vote the proxy in accordance with their discretion on such matters.
This solicitation is being made on behalf of the Board. The cost of solicitation of proxies by the Board will be borne by INDUS. Such solicitation will be made by mail and, in addition, may be made by officers and employees of INDUS personally or by telephone, facsimile or electronic mail. Proxies and proxy material will also be distributed through brokers, custodians and other similar parties, and INDUS will reimburse such parties for their reasonable expenses. The solicitation and recording of proxies is being done by Broadridge Financial Solutions, Inc., and will cost approximately $20,000.
We intend to file a Proxy Statement and WHITE proxy card with the SEC in connection with the solicitation of proxies for our 2023 Annual Meeting. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed by us with the SEC without charge from the SEC’s website at: www.sec.gov.
WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?
Each holder of a share of common stock of INDUS, par value $0.01 per share (the “Common Stock”), will be entitled to one vote for each share held of record by such person at the close of business on April 18, 2022 (the “Record Date”), which is the Record Date fixed by the Board for the determination of stockholders entitled to notice of, and to vote online at, the Annual Meeting or any postponement, continuation or adjournment thereof. You will need to obtain your own Internet access if you choose to attend the Annual Meeting online and/or vote over the Internet. As of such date, INDUS had 10,186,143 shares of Common Stock outstanding.
WHAT CONSTITUTES A QUORUM FOR THE ANNUAL MEETING?
Holders of a majority of our outstanding shares of Common Stock entitled to vote must be present, in person or by means of remote communication, or by proxy, at the Annual Meeting for a quorum to exist. A broker non-vote or an abstention from voting, as applicable, will count for the purposes of determining a quorum. A total of 2,326,298 shares of Common Stock, representing approximately 23% of the outstanding shares of Common Stock, are held by members of the Cullman and Ernst Group (see “Security Ownership of Certain Beneficial Owners and Management and Principal Holders” for more information).
WHY HOLD A VIRTUAL MEETING?
Based upon the success of a virtual format for the 2020 and 2021 Annual Meetings of Stockholders, we believe that hosting a virtual meeting again this year is in the best interest of the Company and its stockholders. A virtual meeting also enables increased stockholder attendance and participation because stockholders can participate from any location around the world. You will be able to attend the Annual Meeting online and submit your questions by visiting www.virtualshareholdermeeting.com/INDT2022. You also will be able to vote your shares electronically at the Annual Meeting by following the instructions above.
WHAT IF DURING THE CHECK-IN TIME OR DURING THE ANNUAL MEETING I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website, and the information for assistance will be located on www.virtualshareholdermeeting.com/INDT2022.
WILL THERE BE A QUESTION AND ANSWER SESSION DURING THE ANNUAL MEETING?
As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer appropriate questions submitted by stockholders during or prior to the meeting that are pertinent to the Company and the meeting matters. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than a “Guest”) by following the procedures outlined above in “Who can attend the Annual Meeting?” will be permitted to submit questions during the Annual Meeting.