Further the Authorized Shares Reduction is expressly conditioned upon the approval by the stockholders of each of Proposals 2, 3 and 4 to provide the Board the ability to implement the Authorized Shares Reduction at the corresponding Reverse Stock Split ratio set forth in “Effects of Authorized Shares Reduction” in Proposal 2. The Reverse Stock Split is not conditioned in any way upon the approval by the stockholders of the Authorized Shares Reduction. If we receive the required stockholder approval for the Reverse Stock Split but do not receive the required stockholder approval for each of Proposals 2, 3 and 4, our Board of Directors will retain the ability to implement a Reverse Stock Split and, if so effected, the total number of authorized shares of our common stock would remain unchanged. If the Reverse Stock Split and each of Proposals 2, 3 and 4 are approved and the Board implements the Reverse Stock Split, it will also implement the Authorized Shares Reduction.
Notwithstanding approval of the Reverse Stock Split and Authorized Shares Reduction by our stockholders, our Board of Directors may, at its sole option, abandon the proposed amendments and determine prior to the effectiveness of any filing with the Secretary of State of the State of Delaware not to effect any Reverse Stock Split and Authorized Shares Reduction. If our Board of Directors does not implement a Reverse Stock Split on or prior to July 28, 2021, the Authorized Shares Reduction will not be implemented and stockholder approval would again be required prior to implementing any Reverse Stock Split or Authorized Shares Reduction.
By approving the Reverse Stock Split and Authorized Shares Reduction, our stockholders will: (a) approve an amendment to our Restated Certificate of Incorporation pursuant to which (i) any whole number of outstanding shares of common stock between and including three (3) and fifteen (15) could be combined into one share of common stock and (ii) the total number of authorized shares of our common stock would be reduced as detailed in Proposals 2, 3 or 4; and (b) authorize our Board of Directors to abandon the amendments, as determined by the Board at its sole option.
Who can vote?
Stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting. As of the Record Date, we had 132,951,858 shares of common stock issued and outstanding. Each share is entitled to one vote on each item voted on at the Special Meeting.
A list of stockholders entitled to vote at the Special Meeting will be available during the Special Meeting through the Special Meeting website for those stockholders who choose to attend.
To attend and participate in the Special Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your broker, bank or other nominee to obtain your 16-digit control number or otherwise vote through the broker, bank or other nominee. If you lose your 16-digit control number, you may join the Special Meeting as a “Guest” but you will not be able to vote, ask questions, or access the list of stockholders as of the close of business on the Record Date. Only stockholders with a valid 16-digit control number will be able to attend the Special Meeting and vote, ask questions and access the list of stockholders as of the close of business on the Record Date. The Special Meeting webcast will begin promptly at 10:00 a.m. Mountain Time. We encourage you to access the Special Meeting prior to the start time. Online check-in will begin at 9:45 a.m. Mountain Time, and you should allow ample time for the check-in procedures.
What is the difference between a stockholder of record and a beneficial holder?
Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. There are some important distinctions between shares held of record and those owned beneficially.
Stockholder of Record
If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare” or our “Transfer Agent”), you are the stockholder of record for those shares and are receiving proxy materials directly from us. As the stockholder of record, you have the right to grant your voting proxy directly to us through one of the means detailed in this proxy statement or to vote online at the Special Meeting.
Beneficial Holder
If your shares are held in a stock brokerage account or by a bank or other nominee (commonly referred to as being held in “street name”), you are the beneficial holder of those shares. Your broker, bank or other