a beneficial owner of shares held in street name does not provide instructions to the bank, broker, or other nominee holding those shares, please see the information below under the caption “— What if I am a beneficial owner and do not give voting instructions to my broker or other nominee?”
Who is entitled to vote at the Special Meeting?
Only stockholders of record at the close of business on October 4, 2019, the Record Date, are entitled to receive notice of and to participate in the Special Meeting, or any postponements and adjournments of the meeting. If you were a stockholder of record on that date, you will be entitled to vote all of the shares you held on that date at the meeting, or any postponements or adjournments of the meeting.
On the Record Date, there were 48,015,938 shares of common stock outstanding. Each outstanding share of common stock is entitled to one vote on each of the matters presented at the Special Meeting or postponements and adjournments of the meeting.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a majority of the outstanding shares of common stock as of the Record Date will constitute a quorum, permitting the Special Meeting to conduct its business. As of the Record Date, 48,015,938 shares of common stock, representing the same number of votes, were outstanding. Thus, the presence of holders representing at least 24,007,970 shares will be required to establish a quorum.
If a stockholder abstains from voting as to any matter or matters, the shares held by such stockholder shall be deemed present at the Special Meeting for purposes of determining a quorum. If a bank, broker, or other nominee returns a “broker non-vote” proxy, indicating a lack of voting instructions by the beneficial holder of the shares and a lack of discretionary authority on the part of the bank, broker, or other nominee to vote on a particular matter, then the shares covered by such broker non-vote proxy shall be deemed present at the Special Meeting for purposes of determining a quorum, but otherwise shall have no effect. For more information on broker non-votes, see “— What if I am a beneficial owner and do not give voting instructions to my broker or other nominee?”
How do I attend the Special Meeting?
The meeting will be held on October 31, 2019 beginning at 9:00 a.m., local time, at the Long Island High Technology Incubator, 25 Health Sciences Drive, Stony Brook, New York 11790. Directions to the Long Island High Technology Incubator can be found on our website at www.adnas.com. The information found on, or accessible through, our website is not incorporated into, and does not form a part of, this Proxy Statement or any other report or document we file with or furnish to the SEC due to the inclusion of our website address above or elsewhere in this Proxy Statement. Information on how to vote in person at the Special Meeting is discussed below under the caption “— How can I vote my shares?” Each stockholder who wishes to attend the Special Meeting will be required to present valid government-issued photo identification to be admitted to the Special Meeting.
How can I vote my shares?
In person:
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Record stockholders: Shares held in your name as the stockholder of record may be voted by you in person at the Special Meeting.
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Owners of shares held beneficially in street name: Shares held beneficially in street name may be voted by you in person at the Special Meeting only if you obtain a legal proxy from the broker, bank, or other nominee that holds your shares giving you the right to vote the shares and you bring that legal proxy with you to the Special Meeting.
Even if you plan to attend the Special Meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.