Special meeting scheduled for October 19, 2026, to address two key proposals: repricing certain stock options and potential adjournment to solicit more proxies if needed.
Only holders of Class A or Class B common stock as of September 14, 2026, are eligible to vote, with Class B shares carrying ten votes per share.
Voting can be conducted online, by phone, mail, or during the virtual meeting.
Board recommends voting in favor of both proposals.
Proposal One seeks approval to reprice certain outstanding stock options under the 2025 Incentive Award Plan, affecting up to 15,582,540 shares.
Proposal Two allows adjournment of the meeting to solicit additional proxies if insufficient votes are received for Proposal One.
Both proposals require a majority of votes cast to pass; abstentions and broker non-votes do not affect outcomes.
Shareholders can submit proposals for the 2027 annual meeting by specific deadlines and in compliance with bylaws.
Board and compensation committee, with input from independent consultants, reviewed alternatives before recommending the repricing.
Non-employee directors are excluded from the repricing.
Proxy holders for the meeting are Jeff Green, Nate Olmstead, and Jay Grant.
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