Class 2 common stock will vote together as a single class on all
proposals described in this Proxy Statement. On the record date,
there were 449,165,558 shares of Class 2 common stock outstanding.
Thus, the holders of shares representing an aggregate of
149,721,853 votes must be present or represented by proxy at the
Special Meeting to have a quorum.
Your shares will be counted towards the quorum only if you submit a
valid proxy (or one is submitted on your behalf by your broker,
bank or other nominee) or if you vote at the virtual Special
Meeting. Abstentions and broker non-votes will be counted towards
the quorum requirement. If there is no quorum, the chairperson of
the meeting or the holders of shares representing a majority of the
voting power present at the Special Meeting or represented by proxy
may adjourn the Special Meeting to another date.
What is an abstention?
An abstention represents a stockholder’s affirmative choice to
decline to vote on a proposal. If a stockholder indicates on its
proxy card that it wishes to abstain from voting its shares, or if
a broker, bank or other nominee holding its customers’ shares of
record causes abstentions to be recorded for shares, these shares
will be considered present and entitled to vote at the Special
Meeting. As a result, abstentions will be counted for purposes of
determining the presence or absence of a quorum and will also count
as votes against Proposals 1-5 and will have no effect on Proposal
What if I do not specify how my shares are to be voted or fail to
provide timely directions to my broker, bank or other
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you
submit a proxy but you do
not provide voting instructions, your shares will be voted
“FOR” Proposals 1-5, and “FOR” Proposal 6, if necessary or appropriate, to permit
further solicitation of additional proxies if there are not
sufficient votes at the
time of the Special Meeting to approve any of Proposals
In addition, if any other matters are properly brought before the
Special Meeting, the persons named as proxies will be authorized to
vote or otherwise act on those matters in accordance with their
Beneficial Owner: Shares Registered in the Name of a Broker, Bank
or Other Nominee. If you are the
beneficial owner and hold
your shares in street name and do not provide your bank, broker or
other nominee that holds your shares with voting instructions, the bank,
broker or other nominee will determine if it has the discretionary
authority to vote on the
particular matter. Your bank, broker or other nominee may vote your
shares in its discretion on “routine” matters. Brokers and nominees can
use their discretion to vote “uninstructed” shares with respect
to matters that are
considered to be “routine,” but not with respect to “non-routine”
matters. Under the rules and interpretations of the New York Stock
Exchange, “non-routine” matters are matters that may substantially
affect the rights or
privileges of stockholders, such as mergers, stockholder proposals,
elections of directors (even if not contested), executive compensation (including
any advisory stockholder votes on executive compensation and on
the frequency of
stockholder votes on executive compensation), and certain corporate
governance proposals, even if management-supported. Accordingly, your
broker or nominee may not vote for your shares for Proposals 2, 3,
4, 5, 6 or 7 without your
If you are beneficial owner of shares held in street name, in order
to ensure your shares are voted in the way you would prefer, you
must provide voting instructions to your broker, bank or
other agent by the deadline provided in the materials you receive
from your broker, bank or other agent.
If I am a stockholder of record and I do not vote, or if I return a
proxy card or otherwise vote without giving specific voting
instructions, what happens?
If you are a stockholder of record and do not vote by completing
your proxy card, through the internet, by phone or at the Special
Meeting, your shares will not be voted.
If you return a signed and dated proxy card or otherwise vote
without marking voting selections, your shares will be voted, as
applicable, “FOR” Proposals
1-6. If any other matter is properly presented at the meeting, your
proxyholder (one of the individuals named on your proxy card) will
vote your shares using his best judgment.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition
to these proxy materials, our directors, representatives, and
employees may also solicit proxies in person, by telephone, or by
other means of communication.