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PROXY AND VOTING INFORMATION
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Can I change my vote after I return my proxy card?
Yes. Even after you have voted electronically through the Internet, by telephone or submitted your proxy
card, you may change your vote at any time before the proxy is exercised at the Annual Meeting. You may change your vote by (i) sending written notice of revocation to Sara Bucholtz, Corporate Secretary, Avaya Holdings Corp., 2605 Meridian
Parkway, Suite 200, Durham, North Carolina 27713; (ii) submitting a
valid proxy with a subsequent date by the Internet, telephone or mail; or (iii) virtually attending the Annual Meeting and voting. Your virtual attendance at the Annual Meeting will not by
itself revoke a proxy that you have previously submitted. Stockholders who hold shares through a bank, broker or other nominee should consult with that party as to the procedures to be used for revoking a vote.
If I dissent to any matter
to be voted on, what are my rights?
None of Delaware law (the state of incorporation of Avaya Holdings Corp.), our Certificate of
Incorporation, as amended (including the Certificate of Designation for the Series A Stock), or our bylaws, as amended, provides for appraisal or other similar
rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Annual Meeting. Accordingly, our stockholders will have no right to dissent and obtain
payment for their shares.
What if I return a proxy
card but do not make specific choices?
If we receive a signed and dated proxy card from you that does not specify how your shares are to be voted
on one or more matters, your shares will be voted For the election of each of the director nominees and For Proposals No. 2 and 3. If any other mater is properly presented at the Annual Meeting, the individuals named as
proxy holders on your proxy
card will vote your shares in the manner recommended by the Board on all proposals presented in the Proxy Statement and as they may determine in their best judgment as to any other matters
properly presented for vote at the Annual Meeting.
What does it mean if I
receive more than one proxy card or voting instruction form?
It means your shares are registered differently or are held in more than one account at the transfer agent
and/or with one or more banks, brokers or other nominees. Please vote all your shares.
How will votes be recorded?
Votes will be tabulated by Broadridge, and the results will be certified by one or more Inspectors of
Election, who are required to resolve impartially any interpretive questions as to the conduct of the vote. In tabulating votes, the Inspectors of Election will make a record of the number of shares voted for or against
each nominee and each other matter voted upon, the number of shares abstaining with respect to each nominee or other matter, and the number of shares held of record by banks, brokers or other
nominees and present at the Annual Meeting but not voting.
What is
householding and how does it affect me?
We have adopted the householding procedure approved by the SEC, which allows us to deliver one
set of documents to a household of stockholders instead of delivering a set to each stockholder in a household, unless we have been instructed otherwise. This procedure is more environmentally friendly and cost-effective because it reduces the
number of copies to be printed and mailed. We and some banks,
brokers or other nominees send household annual reports and proxy statements, delivering a single annual report and proxy statement to multiple stockholders sharing an address unless we have been
instructed otherwise.
If, at any time, you no longer wish to participate in householding and would prefer to receive a separate
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2021 Proxy Statement
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57
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