| 1 |
To approve an amendment to our Fourth Amended and Restated Certificate of Incorporation (our "Certificate of Incorporation") to declassify our Board of Directors, shorten all existing terms of directors to expire at the Annual Meeting, and remove restrictions on the number of directors. |
✓ For(12)
|
| 2a |
If Proposal No. 1 is approved, to elect to our Board of Directors the following nominees for terms expiring at the 2027 Annual Meeting: |
|
| 2a.01 |
Mr. Adam M. Aron |
Withhold(12)
|
| 2a.02 |
Ms. Denise M. Clark |
✓ For(12)
|
| 2a.03 |
Mr. Marcus Glover |
✓ For(12)
|
| 2a.04 |
Ms. Sonia Jain |
✓ For(12)
|
| 2a.05 |
Mr. Howard W. "Hawk" Koch, Jr. |
✓ For(12)
|
| 2a.06 |
Mr. Philip Lader |
✓ For(12)
|
| 2a.07 |
Mr. Gary F. Locke |
✓ For(12)
|
| 2a.08 |
Ms. Keri S. Putnam |
✓ For(12)
|
| 2a.09 |
Dr. Anthony J. Saich |
✓ For(12)
|
| 2a.10 |
Mr. Adam J. Sussman |
✓ For(12)
|
| 2b |
If Proposal No. 1 is not approved, to elect to our Board of Directors the following nominees for terms expiring at the 2029 Annual Meeting: |
|
| 2b.01 |
Ms. Denise M. Clark |
✓ For(12)
|
| 2b.02 |
Ms. Sonia Jain |
✓ For(12)
|
| 2b.03 |
Ms. Keri S. Putnam |
✓ For(12)
|
| 3 |
To approve an amendment to our Certificate of Incorporation to eliminate the prohibition against stockholders acting by written consent. |
✓ For(12)
|
| 4 |
To approve an amendment to our Certificate of Incorporation to remove the limitation on stockholders' ability to call special meetings. |
✓ For(12)
|
| 5 |
To approve an amendment to our 2024 Equity Incentive Plan (the "2024 EIP") to increase the total number of shares of Class A Common Stock subject to the 2024 EIP from 25,000,000 shares to 50,000,000 shares. |
✓ For(12)
|
| 6 |
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026. |
✓ For(12)
|
| 7 |
To conduct a non-binding advisory vote to approve the compensation of named executive officers. |
✗ Against(12)
|
| 8 |
To conduct a non-binding advisory vote on the frequency of the non-binding advisory vote to approve the compensation of named executive officers. |
1 Year
|
| 9 |
To approve one or more adjournments of the Annual Meeting, if necessary, to permit further solicitation of proxies if there are insufficient votes to adopt the foregoing proposals. |
✓ For(12)
|