that the date of the
20212022 Annual Meeting
of Stockholders is scheduled for a date that is more than 30 days before or more than 60 days after
June 18, 2020,May 12, 2021, such notice by the stockholder must be received by the Corporate Secretary no later than the 10
th day following the day on which public announcement of the date of the
20212022 Annual Meeting
of Stockholders is first made by the Company. A copy of the Company’s Amended and Restated Bylaws is available upon request from the Secretary of the Company.
Record Date, Shares Outstanding and Voting
The Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock”), and Class B common stock, zero par value per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”), are the only classes of securities that entitle holders to vote generally at meetings of the Company’s stockholders. Only stockholders of record at the close of business on April 20, 2020March 19, 2021 (the “record date”) are entitled to notice of, and to vote at, the Annual Meeting. At the record date, 29,403,53531,867,509 shares of our Class A Common Stock and 15,889,16913,818,517 shares of our Class B Common Stock were issued and outstanding and entitled to be voted at the meeting.Annual Meeting. The presence, in person or by proxy, of stockholders holding a majority of the shares of the Company’s Common Stock entitled to vote will constitute a quorum for the Annual Meeting, therefore, 22,646,35222,843,013 shares of our Common Stock (regardless of class) need to be represented in person or by proxy for us to hold the Annual Meeting.
Every stockholder is entitled to one vote for each share held with respect to each matter, including the election of Directors, which comes before the Annual Meeting. Stockholders do not have the right to cumulate their votes in the election of Directors. If a stockholder specifies how the proxy is to be voted with respect to any of the proposals for which a choice is provided, the proxy will be voted in accordance with such specifications. If a stockholder signs and dates their proxy but does not specify a choice with respect to such proposals, the proxy will be voted (i) FOR“FOR” all Director nominees named in this proxy statement and (ii) FOR“FOR” the ratification of the appointment of BDO USA, LLP (“BDO USA”) as the Company’s independent registered public accounting firm for the fiscal year endedending December 31, 2020.
2021.The affirmative vote of holders of a plurality of the shares of Common Stock present in person or represented by proxy at the meetingAnnual Meeting and entitled to vote is required to elect each Director nominee. The affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the meetingAnnual Meeting and entitled to vote is required to ratify the appointment of BDO USA as the Company’s independent registered public accounting firm for the fiscal year endedending December 31, 2020.
2021.New York Stock Exchange (“NYSE”) rules permit brokers to vote for routine matters, such as the ratification of the appointment of BDO USA, without receiving instructions from the beneficial owner of the shares. NYSE rules prohibit brokers from voting on the election of Directors and other non-routine matters without receiving instructions from the beneficial owner of the shares. In the absence of instructions, the shares are viewed as being subject to “broker non-votes.” “Broker non-votes” will be counted for quorum purposes (as they are present and entitled to vote on the ratification of BDO USA’s appointment (Proposal 2)), but will not affect the outcome of any other matter being voted upon at the Annual Meeting. Specifically, a broker or other nominee holding shares for a beneficial owner may not vote these shares in regard to the election of Directors (Proposal 1) without specific instructions from the beneficial owner. Abstentions are treated as present and entitled to vote and thus, will be counted in determining whether a quorum is present. Abstentions will have the effect of a vote cast against Proposal 2, but otherwise will not be counted as a vote cast and will not have an effect on the outcome of Proposal 1.
“Householding” of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. The Company and some brokers use this process for proxy materials, delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or the Company that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy