Doma (DOMA) Proxy Filing summary

Executive summary

• The document details a proposed merger in which all outstanding shares will be converted into the right to receive $6.29 per share in cash, with the company becoming a wholly owned subsidiary of the acquirer and ceasing to be publicly traded.

• The transaction is structured as a "going private" deal, with a special committee of independent directors overseeing negotiations and recommending the merger as fair and in the best interests of unaffiliated shareholders.

• The merger is subject to approval by both a majority of all shareholders and a majority of disinterested shareholders, as well as regulatory approvals and other customary closing conditions.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the merger agreement and, if necessary, on adjournment of the special meeting to solicit additional proxies.

• The Lennar Stockholders, holding about 25% of voting power, have entered into a Voting and Support Agreement to vote in favor of the merger.

• Appraisal rights are available to shareholders who do not vote in favor and comply with statutory procedures.

Board of directors and corporate governance

• A special committee of independent, disinterested directors was formed to evaluate the transaction, select advisors, and negotiate terms.

• The board and special committee unanimously recommend the merger, citing a thorough process and fairness to unaffiliated shareholders.

• After the merger, the board and officers of the surviving corporation will be designated by the acquirer.