CASH 2018 Special Proxy Statement

PROPOSAL NO. 2 AMENDMENT TO META’S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 30 MILLION TO 90 MILLION SHARES FOR THE PURPOSE OF EFFECTING A THREE-FOR-ONE FORWARD STOCK SPLIT Proposal 2 contemplates an amendment to Article Fourth of Meta’s certificate of incorporation to increase the number of authorized shares of Meta common stock from 30 million shares to 90 million shares (the “charter amendment” and this proposal with respect to the approval of the charter amendment, the “charter amendment proposal”). No change in the number of authorized shares of Meta nonvoting common stock or Meta preferred stock is proposed. The complete text of the charter amendment is set forth on Appendix E to this joint proxy statement/ prospectus. Such text is, however, subject to revision for such changes as may be required by the Delaware Secretary of State or other changes consistent with this proposal that Meta may deem necessary or appropriate. On March 15, 2018, Meta’s board of directors voted to approve and adopt, and to recommend that Meta stockholders approve and adopt, the charter amendment. If Meta stockholders approve the charter amendment proposal, Meta intends to file the charter amendment with the Delaware Secretary of State promptly following the Meta special meeting. Meta’s certificate of incorporation authorizes up to 30 million shares of Meta common stock. As of the Meta record date: • 9,720,536 shares of Meta common stock were issued (including 20,945 shares of Meta common stock held in treasury) and 9,699,591 shares were outstanding; • 812,001 shares of Meta common stock have been reserved for issuance under Meta’s equity compensation plans; • An additional approximate 3.3 million shares of Meta common stock are expected to be issued in connection with the merger, leaving a balance of 16,167,463 shares of Meta common stock authorized and unissued and not reserved for any specific purpose; • No shares of Meta preferred stock were issued and outstanding; and • No shares of Meta nonvoting common stock were issued and outstanding. Reasons for the charter amendment On March 15, 2018, Meta’s board of directors approved pursuing the stock split. The closing market price of Meta common stock on March 14, 2018 was $113.75, as reported on the NASDAQ Global Select Market. In light of the rise in the market price of Meta common stock in recent years, Meta’s board of directors believes that effecting the stock split would make shares of Meta common stock more affordable and attractive to a broader group of potential investors, increase liquidity in the trading of Meta common stock and increase the attractiveness of Meta’s employee equity awards. Meta’s board of directors also considered a study published by The Ambassador Financial Group concluding that stock splits improve stockholder liquidity and market valuation. Finally, Meta’s board of directors considered the cost of effecting a stock split and believes the cost to be insignificant in light of the benefits to be obtained. Conditioned on receiving approval by Meta stockholders of the charter amendment proposal to effect the 3-for-1 forward stock split and subject to further action by Meta’s board of directors, Meta plans to issue a dividend of two shares of Meta common stock for every one share issued and outstanding as of a record date to be determined in the future. Without approval of the charter amendment proposal, Meta would not have sufficient authorized Meta common stock to declare a three-for-one forward stock split. 92