Doma (DOMA) Proxy Filing summary

Executive summary

• Stockholders are asked to approve a merger agreement under which all outstanding shares will be converted into the right to receive $6.29 per share in cash, and the company will become a wholly owned subsidiary of the acquirer, ceasing to be publicly traded.

• The transaction is a “going private” deal, with affiliates of Centerbridge Partners, L.P. and Lennar Corp. playing key roles, and is structured to provide immediate liquidity to shareholders at a premium to recent trading prices.

• The board, following a special committee’s unanimous recommendation, determined the merger is fair and in the best interests of unaffiliated shareholders, supported by a fairness opinion from Houlihan Lokey.

Voting matters and shareholder proposals

• Shareholders will vote on the merger agreement and, if necessary, on adjournment to solicit additional proxies.

• Approval requires a majority of all shares and a majority of shares held by disinterested shareholders.

• Lennar Stockholders, holding about 25% of voting power, have agreed to vote in favor of the merger.

Board of directors and corporate governance

• A special committee of independent directors was formed to evaluate the transaction, negotiate terms, and recommend action to the board.

• The board and special committee both unanimously recommend approval of the merger.

• The special committee was advised by independent legal and financial advisors.