PROXY STATEMENT
DOVER MOTORSPORTS, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 24, 2019
INFORMATION CONCERNING SOLICITATION AND VOTING
Your vote is very important. For this reason, our Board of Directors is requesting that you permit your stock to be represented at our 2019 Annual Meeting of Stockholders by the proxies named on the
enclosed proxy card. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.
References in this Proxy Statement to the Company, we, us and our shall mean DOVER
MOTORSPORTS, INC., a Delaware corporation, and/or its wholly-owned subsidiaries, as appropriate. This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of our Board of Directors. Proxies solicited by this Proxy
Statement are to be voted at our Annual Meeting or at any adjournment of the meeting.
The mailing address for our principal
executive office is P.O. Box 843, Dover, Delaware 19903. This Proxy Statement and the form of proxy were first sent to our stockholders on or about March 29, 2019.
GENERAL INFORMATION ABOUT THE MEETING
Who May Vote
You may vote your stock if our records show that you owned your shares as of the close of business on March 21, 2019. On that date,
our outstanding capital stock consisted of 18,090,899 shares of common stock, par value $.10 per share (the Common Stock), and 18,509,975 shares of Class A common stock, par value $.10 per share (the Class A Common
Stock). Shares of Class A Common Stock are convertible at any time into shares of Common Stock on a
share-for-share
basis at the option of the holder.
Voting Rights in General
If you hold Common Stock, you are entitled to one vote for each share of Common Stock held. If you hold Class A Common Stock, you are entitled to ten votes for each share of Class A Common Stock
held, except to the extent that voting by class is required by law. At a meeting of stockholders at which a quorum is present, a majority of the votes cast decides all questions, unless the matter is one upon which a different vote is required by
express provision of law or our Certificate of Incorporation or
By-Laws.
Under the General Corporation Law of the State of Delaware, holders of Common Stock and Class A Common Stock are only entitled to
vote as a class with respect to certain limited matters, such as certain amendments to our Certificate of Incorporation which would change the rights of only one class of stock.
Voting in Person at the Meeting
You may vote in person at the meeting or
by proxy as described below under the heading
Voting your proxy
. Attendance at the meeting is limited to stockholders of record and you will be asked to show a valid, government-issued photo identification, such as a drivers license or
passport, before being allowed into the meeting room. No recording or other electronic devices will be allowed in the meeting and attendees will be subject to a security inspection. If your shares are not registered in your name but are held in the
name of your broker, bank or other nominee, you must bring the voting instruction form you received from your broker, bank or other nominee or other evidence acceptable to our transfer agent, such as an account statement, indicating that you
beneficially owned the shares on March 21, 2019, the record date for the meeting.
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