CASH 2018 Special Proxy Statement
Meta Record Date and Quorum Meta Record Date Meta’s board of directors has fixed the close of business on April 19, 2018 as the record date for determining the Meta stockholders entitled to receive notice of and to vote at the Meta special meeting (the “Meta record date”). Each share of Meta common stock held of record at the close of business on the Meta record date entitles the holder thereof to one vote on each matter considered and voted on at the Meta special meeting. As of the Meta record date, 9,699,591 shares of Meta common stock were issued and outstanding and held by approximately 133 record holders. If you hold shares of Meta common stock that are registered in your name through Meta’s transfer agent, Computershare Trust Company, N.A., as of the Meta record date, you are the stockholder of record with respect to those shares. If you hold shares of Meta common stock indirectly through a bank, broker, trustee or other nominee (a “broker”), you are considered a beneficial owner of those shares but are not the stockholder of record. In this circumstance, you are a stockholder whose shares are held in “street name” and your broker is considered the stockholder of record. Meta sent copies of this joint proxy statement/prospectus directly to all Meta stockholders of record. If you are a beneficial owner whose shares are held in street name, these materials were sent to you by the broker through which you hold your shares. As the beneficial owner, you may direct your broker how to vote your shares at the Meta special meeting, and the broker is obligated to provide you with a voting instruction form for you to use for this purpose. Quorum Requirements A quorum is required to transact business at the Meta special meeting. The holders of one-third of the outstanding shares of Meta common stock on the Meta record date, present in person or represented by proxy and entitled to vote, will constitute a quorum for the transaction of business at the Meta special meeting. Abstentions and broker non-votes are treated as present for quorum purposes. Vote Required; Treatment of Abstentions and Failure to Vote Meta Merger Proposal Approval of the Meta merger proposal requires approval by Meta stockholders holding a majority of the outstanding shares of Meta common stock entitled to vote thereon. If a Meta stockholder marks “ ABSTAIN ” with respect to the Meta merger proposal or fails to either submit a proxy card or vote in person at the Meta special meeting or instruct the stockholder’s broker with respect to the Meta merger proposal, it will have the same effect as a vote “ AGAINST ” the Meta merger proposal. Charter Amendment Proposal Approval of the charter amendment proposal requires approval by Meta stockholders holding a majority of the outstanding shares of Meta common stock entitled to vote thereon. If a Meta stockholder marks “ ABSTAIN ” with respect to the charter amendment proposal or fails to either submit a proxy card or vote in person at the Meta special meeting or instruct the stockholder’s broker with respect to the charter amendment proposal, it will have the same effect as a vote “ AGAINST ” the charter amendment proposal. Meta Adjournment Proposal Approval of the Meta adjournment proposal requires the affirmative vote of a majority of the total votes cast by holders of Meta common stock on such proposal. If a Meta stockholder marks “ ABSTAIN ” with respect to the Meta adjournment proposal, it will be counted for purposes of determining whether there is a quorum and will have the same effect as a vote “ AGAINST ” the Meta adjournment proposal. If a Meta stockholder fails to submit a proxy card or fails to vote in person or fails to instruct the stockholder’s broker with respect to the Meta adjournment proposal, if a quorum is present, it will have no effect on such proposal. For additional and more detailed information regarding the effect of broker non-votes, see “—Shares Held in Street Name” below. 31
Made with FlippingBook
RkJQdWJsaXNoZXIy NTIzOTM0