Doma (DOMA) Proxy Filing summary

Executive summary

• Entered into a Merger Agreement on March 28, 2024, to be acquired for $6.29 per share in cash, with closing expected in the second half of 2024.

• Special meeting for stockholder approval scheduled for August 27, 2024; board unanimously recommends approval.

• Eleven stockholder demand letters alleged proxy omissions; company issued supplemental disclosures but maintains allegations are without merit.

• Discontinued Local Component operations in 2023, resulting in strategic shift and discontinued operations presentation.

• Net loss from continuing operations was $38.5M for the first half of 2024, improved from $55.5M loss in the prior year period.

• Cash and equivalents at June 30, 2024, were $73.1M; management believes liquidity is sufficient for at least 12 months.

Voting matters and shareholder proposals

• Stockholders will vote on the Merger Agreement and related transactions at the August 27, 2024, special meeting.

• Approval requires a majority of disinterested stockholders; Lennar-affiliated holders (25% voting power) have agreed to vote in favor.

• If the Merger is not consummated by September 28, 2024, the agreement may be terminated, with possible extensions for regulatory approvals.

Board of directors and corporate governance

• A special committee of independent directors reviewed and recommended the Merger; the full board unanimously approved.

• Board is subject to a “no-shop” provision post go-shop period, with limited exceptions for superior proposals.