PROPOSAL FOUR: APPROVAL OF AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES
What Am I Voting On?
We are asking our stockholders to vote to approve an amendment to our Amended and Restated Certificate of
Incorporation to increase the authorized shares of common stock by 125,000,000.
Voting Recommendation:
FOR
the amendment to the Certificate to increase the authorized
number of shares of common stock.
General
The RealPage Certificate of Incorporation as currently in effect (as previously amended, the Certificate) provides that we are authorized to issue two classes of stock, consisting of
125,000,000 shares designated as Common Stock, $0.001 par value per share, and 10,000,000 shares designated as Preferred Stock, $0.001 par value per share.
Our Board has authorized an amendment of the Certificate, subject to stockholder approval, to increase the authorized number of shares of Common Stock by 125,000,000 shares, bringing the total authorized
shares of Common Stock to 250,000,000. The text of the form of the proposed amendment is attached hereto as Exhibit A. Under the proposed amendment, the first section of Article IV of the Certificate would be amended to read in full as
follows:
4.1
Authorized Capital Stock.
The total number of shares of all classes of capital stock that the
corporation is authorized to issue is 260,000,000 shares, consisting of 250,000,000 shares of Common Stock, par value $0.001 per share (the
Common Stock
), and 10,000,000 shares of Preferred Stock, par value $0.001 per share (the
Preferred Stock
).
The stockholders are being asked to approve such amendment. The proposed amendment would
give the Board the authority to issue additional shares of Common Stock without requiring future stockholder approval of such issuances, except as may otherwise be required by applicable law.
Of the 125,000,000 currently authorized shares of Common Stock, 84,401,694 shares of Common Stock were issued and outstanding as of
April 10, 2018 (the Record Date for the 2018 Annual Meeting), which includes 2,807,689 shares of unvested restricted stock. As of such date, approximately 1,878,192 shares were reserved for issuance upon the exercise of outstanding options and
approximately 4,917,598 shares were reserved for future grant under the 2010 Equity Incentive Plan.
Purpose and Effect of the
Amendment
The principal purpose of the proposed amendment of the Certificate to increase the authorized shares of
Common Stock is to make such shares available for use by the our Board of Directors as it deems appropriate or necessary. For example, such shares may be needed in connection with future stock dividends or splits, raising additional capital through
the sale of RealPage securities, providing restricted stock, stock options, RSUs or other stock incentives to our employees, consultants or others, acquisition of another company or its business or assets, or establishing a strategic relationship
with a corporate partner. In determining the size of the proposed authorized share increase, our Board considered a number of factors including that our authorized shares have not been increased since the initial public offering of our common stock
in 2010, that over a number of years we may potentially need additional shares in connection with future equity transactions or acquisitions, the number of
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