2 ballot items.
Shareholders are being asked to approve a five-for-one forward stock split and related proportional capital-stock adjustments, and to remove the authorized Preferred Stock Without Par Value; both amendments are conditioned on approval of the other.
Approve an amendment to the Restated Certificate of Incorporation to effect a five-for-one forward split of the Company’s Common Stock and specified preferred stock, proportionately increase authorized and designated shares, reduce applicable par values and preferred-stock economic terms, and make related adjustments to equity plans and conversion provisions.
Proposal 1 asks shareholders to approve a five-for-one forward stock split through an amendment to the Company’s Restated Certificate of Incorporation. The amendment would apply to both classes of Common Stock and to the Six Percent Voting Cumulative Preferred Stock and designated Class A Preferred Stock series. Authorized Common Stock and preferred-stock shares would increase proportionately, while applicable par values and preferred-stock stated values, dividend rates, redemption prices, and conversion prices would decline proportionately. The Company states that the split is intended to reduce the market price of its Common Stock after significant price appreciation, making the shares more accessible to current and prospective investors and supporting market liquidity. The amendment is designed to preserve shareholders’ relative voting power and economic ownership, so the split itself would not change any shareholder’s proportional equity interest. Outstanding shares would be increased fivefold, with each holder receiving four additional shares for every share held immediately before effectiveness, generally through book-entry issuance. The Company also expects proportional adjustments to shares available under the 2026 Equity Incentive Plan and awards under the 2007 Equity Plan. The Board notes that the split is not expected to affect consolidated operating results, although per-share amounts would decline proportionately. The Board unanimously recommends a vote FOR the proposal, while retaining discretion not to implement the split before filing if it later determines that doing so is not in the Company’s or shareholders’ best interests.
Approve an amendment deleting the certificate provisions authorizing 30,000 shares of Preferred Stock Without Par Value, a class that has never been designated or issued.
Proposal 2 asks shareholders to amend the Restated Certificate of Incorporation to eliminate the authorized Preferred Stock Without Par Value. The current certificate authorizes 30,000 shares of this class and permits the Board to issue the shares in series subject to applicable legal limitations. The Company states that the Board has never designated a series of this class. It also states that no shares of Preferred Stock Without Par Value have ever been issued. Approval would delete Section (c) of Article 4 in its entirety and remove related references elsewhere in the certificate. The proposal therefore cleans up an unused portion of the Company’s capital structure rather than authorizing a new security or changing rights attached to outstanding shares. The amendment is presented together with the stock-split amendment, and adoption of each proposal is expressly conditioned on approval of both proposals. If approved, the Company expects to file the amendments promptly after the Special Meeting, with effectiveness upon filing and the specified effective time. The Board unanimously approved and declared the proposal advisable. The Board unanimously recommends that shareholders vote FOR Proposal 2.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 6.06% | 410,064 | $71M |
| 2 | AMERICAN CENTURY COMPANIES INC | 4.30% | 291,319 | $51M |
| 3 | ALLIANCEBERNSTEIN L.P. | 3.01% | 203,539 | $31M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.92% | 197,665 | $34M |
| 5 | BlackRock, Inc. | 2.88% | 195,131 | $34M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.77% | 187,688 | $33M |
| 7 | BlackRock, Inc. | 2.36% | 159,469 | $28M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.08% | 140,822 | $24M |
| 9 | STATE STREET CORP | 1.88% | 127,248 | $22M |
| 10 | Sixth Street Partners Management Company, L.P. | 1.29% | 87,317 | $15M |
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