2014 Annual Meeting Clause Samples
2014 Annual Meeting. (a) At the 2014 Annual Meeting, the Investors agree to appear in person or by proxy and vote all shares of Common Stock beneficially owned by each Investor and its Affiliates in favor of (i) the election of each director nominated by the Board, and (ii) otherwise in accordance with the Board’s recommendation, including in favor of all other matters recommended for stockholder approval by the Board.
(b) The Parties acknowledge and agree that the only proposals that may be presented by the Company for consideration at the 2014 Annual Meeting include (i) election of directors, (ii) “say-on-pay”, and (iii) approval of the Company’s 2014 Omnibus Incentive Plan.
(c) Each Investor agrees to, within 24 hours after the execution of this Agreement, execute and deliver to the Company, or cause to be executed and delivered to the Company, the proxy card sent to the Investors by the Company in connection with the 2014 Annual Meeting (and any other legal proxies required to vote any shares held in “street name”) directing that the shares of Common Stock beneficially owned by such Investor, as of the applicable record date, be voted in accordance with this Agreement.
2014 Annual Meeting. Employee and Clareth LLC, an entity owned by Employee (“Clareth”), agree not to vote any or all of their Class A Shares and Class B Shares against the approval of the three agenda items for the 2014 annual meeting of stockholders: (a) the re-election of three director nominees to the Board, (b) the appointment of PriceWaterhouse Coopers as the independent auditor of the Company through December 31, 2014, and (c) the non-binding advisory vote approving the annual compensation of Company’s named executive officers. Additionally, if requested by the Company, Employee and Clareth agree to provide to the Company an irrevocable proxy to the vote all of their Class A Shares and Class B Shares in favor of substantially similar agenda items for the 2015 annual meeting of stockholders.
2014 Annual Meeting. (a) The Company agrees to use its commercially reasonable efforts to hold the 2014 Annual Meeting no later than July 1, 2014.
(b) At the 2014 Annual Meeting, the Investors agree to vote by proxy and vote all shares of Common Stock beneficially owned by each Investor and its Affiliates in favor of (i) the election of directors nominated by the board of directors (including the Additional Director), and (ii) otherwise in accordance with the Board’s recommendation, including in favor of all other matters recommended for shareholder approval by the Board; provided, however, in the event that ISS recommends otherwise with respect to the “say-on-pay” proposal, the Investors shall be permitted to vote in accordance with the ISS recommendation. Such proxy will be voted in accordance with this Agreement within five (5) business days of receipt by each Investor.
(c) The Parties acknowledge and agree that the only proposals that may be presented by the Company for consideration at the 2014 Annual Meeting include (i) the Expansion Resolution, (ii) election of directors, (iii) adoption of majority voting in uncontested elections commencing with the 2015 Annual Meeting, (iv) “say-on-pay”, (v) an increase in shares available for grant under a broad-based compensation plan designed to comply with the applicable ISS guidelines, and (vi) ratification of the Company’s independent registered public accounting firm for the current fiscal year.