The representation in person or by proxy of at least a majority of the outstanding shares of our common stock
entitled to vote at the 2018 Annual Meeting is necessary to constitute a quorum for the transaction of business. Abstentions and broker
non-votes
(discussed below) are counted as present or represented for
purposes of determining the presence or absence of a quorum for the 2018 Annual Meeting. When a quorum is present at any meeting of shareholders, the holders of a majority of the stock present or represented and voting on a matter shall decide any
matter to be voted upon by the shareholders at such meeting, except when a different vote is required by express provision of law, our amended and restated certificate of incorporation (as amended and currently in effect, our Certificate of
Incorporation) or our amended and restated bylaws (as currently in effect, our Bylaws).
For Proposal 1 (the election of eight directors), each
nominee shall be elected as a director if the votes cast for such nominees election exceed the votes cast against such nominees election. Any director who fails to receive the required number of votes for his or her
re-election
is required to submit his resignation to the Board of Directors. Our Nominating and Corporate Governance Committee (excluding any director nominee who failed to receive the required number of votes) will
promptly consider any such directors resignation and make a recommendation to the Board of Directors as to whether such resignation should be accepted. The Board of Directors is required to act on the Nominating and Corporate Governance
Committees recommendation within 90 days of the certification of the shareholder vote for the 2018 Annual Meeting.
For each of Proposal 2 (the ratification
of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2018), and Proposal 3 (the advisory vote to approve the compensation of our Named Executive Officers), an affirmative vote of a majority of the
shares present, in person or represented by proxy, and voting on such matter is required for approval.
Broadridge Financial Solutions will tabulate the votes at
the 2018 Annual Meeting. The vote on each matter submitted to shareholders will be tabulated separately.
Broker
non-votes
are shares held by a nominee (such as a bank or brokerage firm) which, although counted for purposes of determining a quorum, are not voted on a particular matter because voting instructions have not been received from the nominees clients
(who are the beneficial owners of such shares). Under national securities exchange rules, nominees who hold shares of common stock in street name for, and have transmitted our proxy solicitation materials to, their customers but do not receive
voting instructions from such customers, are not permitted to vote such customers shares on
non-routine
matters. Proposal 2 is considered a routine matter and nominees therefore have discretionary voting
power as to Proposal 2. For
non-routine
matters, these broker
non-votes
shall not be counted as votes cast and therefore will have no effect on Proposals 1 and 3.
Similarly, abstentions are not counted as votes cast and thus will have no effect on any proposal.
The persons named as
attorneys-in-fact
in the proxies, David J. Henshall and Andrew H. Del Matto, were selected by the Board of Directors and are officers of Citrix. All properly executed proxies submitted in time to be counted
at the 2018 Annual Meeting will be voted by such persons at the 2018 Annual Meeting. Where a choice has been specified on the proxy with respect to the foregoing matters, the shares represented by the proxy will be voted in accordance with the
specifications.
If no such specifications are indicated, such proxies will be voted FOR Proposal 1 (the election of each of the director nominees), FOR Proposal 2 (the ratification of the appointment of Ernst
& Young LLP as
our independent registered public accounting firm for 2018), and FOR Proposal 3 (the advisory vote to approve the compensation of our Named Executive Officers).
Aside from the proposals included in this Proxy Statement, our Board of Directors knows of no other matters to be presented at the 2018 Annual Meeting. If any other
matter should be presented at the 2018 Annual Meeting upon which a vote may properly be taken, shares represented by all proxies received by the Board of Directors will be voted with respect to such matter in accordance with the judgment of the
persons named as
attorneys-in-fact
in the proxies.
No dissenters rights are
available under the General Corporation Law of the State of Delaware, our Certificate of Incorporation or our Bylaws to any shareholder with respect to any of the matters proposed to be voted on at the Annual Meeting.
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