Independent
Tenure on this board
13.6 yrs
9 nominees · 5 ballot items.
Proposals to approve: (1) Nasdaq 5635(d) issuance of additional shares; (2) Restated Plan amendment and restatement of the 2018 Equity Incentive Plan; (3) Authorized share increase; (4) Reverse stock split; (5) Adjournment of the Special Meeting. All five proposals are management proposals supported by the Board; all are recommended FOR by the Board.
To approve, in accordance with Nasdaq Listing Rule 5635(d), the potential issuance of shares of Common Stock upon conversion or equitization of up to $215.0 million in aggregate principal amount of the New Notes (including any New Notes issued as PIK interest), or payment of accrued interest or make-whole payments in the form of Common Stock, which issuances would, in the aggregate, exceed 20% of the number of shares of Common Stock issued and outstanding immediately prior to the time of commencement of the Exchange Offer; approval is conditioned upon approval of Proposal No. 3.
To approve the Restated Plan to increase the number of shares of Common Stock authorized for issuance thereunder, including for purposes of the issuance of certain awards granted to key employees of the Company out of such increase.
To approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 500,000,000 to 3,000,000,000 in order to support, among other things, the additional share issuances of Common Stock issuable upon conversion of the New Notes and under the Restated Plan.
To approve a series of 30 alternate amendments to the Charter to effect (i) a reverse stock split of the issued and outstanding shares of Common Stock and (ii) a proportionate reduction in the number of authorized shares of Common Stock (and correspondingly decrease the total number of authorized shares of capital stock).
To approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 121.06% | 20,814,556 | $16M |
| 2 | BlackRock, Inc. | 45.80% | 7,874,126 | $6M |
| 3 | MORGAN STANLEY | 44.75% | 7,694,398 | $6M |
| 4 | UBS Group AG | 39.86% | 6,853,095 | $5M |
| 5 | AQR CAPITAL MANAGEMENT LLC | 37.93% | 6,521,443 | $5M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 29.90% | 5,140,545 | $4M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 28.59% | 4,916,080 | $4M |
| 8 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 26.77% | 4,602,940 | $3M |
| 9 | BANK OF AMERICA CORP /DE/ | 23.27% | 4,000,609 | $3M |
| 10 | Weiss Asset Management LP | 20.05% | 3,447,280 | $3M |
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