Record Date, Voting Rights and Outstanding Shares
The Board of Directors has fixed March 22, 2021, as the record date for determining the holders of our capital stock who are entitled to
vote at the Annual Meeting.
We have two classes of common stock and one class of preferred stock issued and outstanding: Class A
Common Stock, $0.001 par value per share, Class B Common Stock, $0.001 par value per share, and Series AA Preferred Stock, $0.001 par value per share. We refer to our Class A Common Stock and our Class B Common Stock collectively
as our common stock.
With respect to the matters submitted for vote at the Annual Meeting, each share of Class A Common Stock is
entitled to one vote, each share of Class B Common Stock is entitled to ten votes, and each share of Series AA Preferred Stock is entitled to one vote.
Our Class A Common Stock, Class B Common Stock and Series AA Preferred Stock will vote as a single class on the matters
submitted at the Annual Meeting. On March 22, 2021, there were outstanding and entitled to vote 86,671,308 shares of Class A Common Stock, 14,420,085 shares of Class B Common Stock, and 5,719.49 shares of Series AA Preferred Stock.
The presence at the Annual Meeting, in person or by proxy, of the holders of one-third of the
issued and outstanding shares of Class A Common Stock, Class B Common Stock, and Series AA Preferred Stock entitled to vote at the close of business on March 22, 2021 will constitute a quorum for the transaction of business. If
you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have
discretionary authority to vote. This is called a broker non-vote. We will count broker non-votes, votes withheld, and abstentions as being present at the
Annual Meeting for purposes of determining whether a quorum exists.
Holders of our Class A Common Stock who do not attend the
virtual Annual Meeting may vote their shares electronically via the internet or by telephone, or may request printed proxy materials and submit the proxy card enclosed therein by mail. Holders of our Class B Common Stock and Series AA Preferred
Stock who do not attend the virtual Annual Meeting may vote their shares by submitting the proxy card enclosed in our printed proxy materials by mail, but may not vote their shares electronically via the internet or by telephone.
Internet and telephone voting are available through 11:59 p.m. Central Daylight Time on May 19, 2021. Proxy cards sent by mail, if
received in time for voting and not revoked, will be voted at the Annual Meeting according to the instructions on the proxy cards. If no instructions are indicated, the shares represented by the proxy will be voted:
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FOR the election of the director nominees named herein;
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FOR the ratification of the appointment of KPMG LLP as the Companys independent registered public
accounting firm for the 2021 fiscal year; and
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In accordance with the judgment of the proxy holders as to any other matter that may be properly brought before
the Annual Meeting or any adjournments of the Annual Meeting.
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Shares counted as present at the Annual Meeting that
abstain from voting on a particular matter or that are represented by a broker non-vote as to a particular matter will not be considered as votes cast on that matter. Accordingly, abstentions and broker non-votes will not affect the outcome of any matter to
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