The aggregate market value of the voting and nonvoting common equity held by non-affiliates of eXp Realty International Corporation was $ 2,329,987 based on 6,753,586
shares of common stock held by non-affiliates and last sales price prior to June 30, 2014, being $ 0.345 per share.
To vote all of your shares by proxy, please follow each of the separate proxy voting instructions that you received for
your shares of common stock held in each of your different accounts.
As of December 31, 2010, we also had outstanding options to acquire 15,202,015
shares of common stock held by employees, directors and consultants, all of which will become options to acquire an equivalent number of shares of Class B common stock, immediately prior to the completion of this offering.
For
each share of common stock held on August 15, 2011 one warrant was issued.
Not exact matches
Under the terms
of the merger agreement, Dell stockholders will receive $ 13.75 in cash for each
share of Dell
common stock they
hold, plus payment
of a special cash dividend
of $ 0.13 per
share to stockholders
of record as
of the close
of business on Oct. 28, 2013, for total consideration
of $ 13.88 per
share in cash.
The number
of shares of our
common stock to be issued in connection with our corporate reorganization and upon exchange
of the exchangeable
shares of Lulu Canadian
Holding, Inc. depends in part on the initial offering price and the date
of our corporate reorganization.
Consists
of shares of Class A
common stock to be issued upon exercise of outstanding stock options and vesting of outstanding restricted stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock to be issued upon exercise
of outstanding
stock options and vesting of outstanding restricted stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock options and vesting
of outstanding restricted
stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock units under the following plans which have been assumed by us in connection with certain
of our acquisition transactions: the 2005
Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Incentive Plan assumed by us in connection with our acquisition
of DoubleClick Inc. in March 2008; the 2006
Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Plan assumed by us in connection with our acquisition
of AdMob, Inc. in May 2010; and the Motorola Mobility
Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition
of Motorola Mobility
Holdings, Inc. in May 2012.
The number
of shares of our
common stock to be issued in connection with our corporate reorganization and upon exchange
of the exchangeable
common stock of Lulu Canadian
Holding depends in part on the initial offering price and the date
of our corporate reorganization.
As
of June 30, 2015, there were no
shares of our Class A
common stock and 291,005,896
shares of our Class B
common stock outstanding,
held by 611 stockholders
of record, and no
shares of our preferred
stock outstanding, assuming the automatic conversion and reclassification
of all outstanding
shares of our convertible preferred
stock into
shares of our Class B
common stock effective immediately prior to the completion
of this offering.
THIS CARD WILL ALSO BE USED TO PROVIDE VOTING INSTRUCTIONS TO THE TRUSTEE FOR ANY
SHARES OF COMMON STOCK OF INTERNATIONAL BUSINESS MACHINES CORPORATION
HELD IN THE IBM
STOCK FUND INVESTMENT ALTERNATIVE UNDER THE IBM 401 (k) PLUS PLAN ON THE RECORD DATE, AS SET FORTH IN THE NOTICE
OF 2016 ANNUAL MEETING AND PROXY STATEMENT.
Stockholders
sharing an address whose
shares of common stock are
held by such entities, who now receive multiple copies
of our proxy materials and who wish to receive only one copy
of these materials per household, should contact their brokerage firm, bank, or other similar entity to request that only one set
of these materials be delivered in the future.
As
of September 30, 2015, there were no
shares of our Class A
common stock and 297,294,713
shares of our Class B
common stock outstanding,
held by 665 stockholders
of record, and no
shares of our preferred
stock outstanding, assuming the automatic conversion and reclassification
of all outstanding
shares of our convertible preferred
stock into
shares of our Class B
common stock effective immediately prior to the completion
of this offering.
As
of December 31, 2014, Dr. Summers
held 161,000 restricted
shares of our
common stock.
A mutual fund custodian usually maintains and
holds all records, sales redemptions and trades
of the
share holders... A mutual fund custodian may but not always, act as the mutual fund transaction agent... Since a mutual fund is basically a pool
of several funds and not one
common stock, it's essential that a 3rd party is involved to maintain, and oversee the funds operations...
As
of December 31, 2014, none
of our non-employee directors
held any outstanding equity awards to purchase
shares of our
common stock, other than Messrs. McKelvey and Viniar and Dr. Summers as described below.
This discussion assumes that a non-U.S. holder
holds shares of our Class A
common stock as a capital asset within the meaning
of Section 1221
of the Code (generally, property
held for investment).
Accordingly, prospective investors should consult with their own tax advisors regarding the U.S. federal, state, local, non-U.S. income, and other tax considerations
of acquiring,
holding, and disposing
of shares of our Class A
common stock.
The Firefighters» Pension System
of the City
of Kansas City, Missouri, Trust, 414 East 12th Street, Kansas City, MO 64106, which
held 100
shares of our
common stock on November 7, 2008; along with the following co-filers: Miami Fire Fighters» Relief and Pension Fund, 2980 N.W. South River Drive, Miami, FL 33125 - 1146, which
held 10,785
shares of our
common stock on November 8, 2008; and the City
of Philadelphia Public Employees Retirement System, Two Penn Center Plaza, 16th Floor,
We have made the proxy materials available to you over the internet or, in some cases, mailed you paper copies
of these materials because the Board is soliciting your proxy to vote your
shares of our
common stock at the annual meeting to be
held on Tuesday, April 27, 2010 or at any adjournments or postponements
of this meeting.
Persons that for U.S. federal income tax purposes are treated as a partner in a partnership
holding shares of our Class A
common stock should consult their tax advisors.
If an entity or arrangement treated as a partnership for U.S. federal income tax purposes
holds shares of our
common stock, the tax treatment
of a person treated as a partner generally will depend on the status
of the partner and the activities
of the partnership.
Following the reorganization transactions, (1) each
of SLP III, SLTA III, and SLP Technology will
hold a number
of LLC Units equal to its pro rata allocation
of the number
of LLC Units previously
held by SLP GD, and (2) SLKF I will
hold a number
of shares of Class A
common stock equal to its pro rata allocation
of the number LLC Units beneficially owned indirectly by SLP III Kingdom Feeder Corp..
Holders
of certificates representing pre-split
shares of the Fund's
common stock will receive, upon surrender
of their certificates representing such pre-split
shares, uncertificated post-split
shares of the Fund's
common stock (i.e., a stockholder's
holdings of post-split
shares will be reflected only in the Fund's record books).
The New York City Employees» Retirement System; the New York City Fire Department Pension Fund; the New York City Teachers» Retirement System; the New York City Police Pension Fund; and the New York Board
of Education Retirement System, as joint filers (NYC Retirement System), c / o The City
of New York, Officer
of the Comptroller, 633 Third Avenue, 31st Floor, New York, New York 10017, which in the aggregate
held 12,707,578
shares of common stock on November 15, 2011, the New York State Common Retirement Fund, whose address is the same as that of the NYC Retirement System, which held 19,560,008 shares of common stock on November 22, 2011, and the Illinois State Board of Investment on behalf of the State Employees» Retirement System of Illinois, c / o 180 N. LaSalle Street, Suite 2015, Chicago, Illinois 60601, which in the aggregate held 928,927 shares of common stock on November 18, 2011, the Judges» Retirement System of Illinois and the General Assembly Retirement System of Illinois, as co-filers, intend to submit a resolution to stockholders for approval at the annual me
common stock on November 15, 2011, the New York State
Common Retirement Fund, whose address is the same as that of the NYC Retirement System, which held 19,560,008 shares of common stock on November 22, 2011, and the Illinois State Board of Investment on behalf of the State Employees» Retirement System of Illinois, c / o 180 N. LaSalle Street, Suite 2015, Chicago, Illinois 60601, which in the aggregate held 928,927 shares of common stock on November 18, 2011, the Judges» Retirement System of Illinois and the General Assembly Retirement System of Illinois, as co-filers, intend to submit a resolution to stockholders for approval at the annual me
Common Retirement Fund, whose address is the same as that
of the NYC Retirement System, which
held 19,560,008
shares of common stock on November 22, 2011, and the Illinois State Board of Investment on behalf of the State Employees» Retirement System of Illinois, c / o 180 N. LaSalle Street, Suite 2015, Chicago, Illinois 60601, which in the aggregate held 928,927 shares of common stock on November 18, 2011, the Judges» Retirement System of Illinois and the General Assembly Retirement System of Illinois, as co-filers, intend to submit a resolution to stockholders for approval at the annual me
common stock on November 22, 2011, and the Illinois State Board
of Investment on behalf
of the State Employees» Retirement System
of Illinois, c / o 180 N. LaSalle Street, Suite 2015, Chicago, Illinois 60601, which in the aggregate
held 928,927
shares of common stock on November 18, 2011, the Judges» Retirement System of Illinois and the General Assembly Retirement System of Illinois, as co-filers, intend to submit a resolution to stockholders for approval at the annual me
common stock on November 18, 2011, the Judges» Retirement System
of Illinois and the General Assembly Retirement System
of Illinois, as co-filers, intend to submit a resolution to stockholders for approval at the annual meeting.
Norges Bank Investment Management, a division
of Norges Bank, the central bank
of the Government
of Norway, P.O. Box 1179 Sentrum, 0107 Oslo, Norway, which
held on November 22, 2011,
shares of common stock having a market value
of at least $ 2,000, intends to submit a resolution to stockholders for approval at the annual meeting.
NHF shareholders received one
share of NXRT
common stock for every three NHF
common shares held on the Record Date.
It is important that your
shares of our
common stock be represented at the Annual Meeting, regardless
of the number
of shares that you
hold.
Consists
of 65,799,720
shares of Class B
common stock and 65,799,720
shares of Class A
common stock held by Benchmark Capital Partners VII, L.P. Benchmark Capital Management Co..
In addition to the non-employee director compensation policy, in connection with this offering, we adopted a director
stock ownership policy encouraging non-employee directors to
hold shares of our Class A
common stock with a value equal to at least one times the fair value
of the director's annual equity award.
Consists
of 293,638,510
shares of Class A
common stock, 79,034,360
shares of Class B
common stock, and 215,887,848
shares of Class C
common stock held by our current directors and executive officers, 3,373,332
shares of Class A
common stock and 3,373,332
shares of Class B
common stock issuable under outstanding
stock options exercisable within 60 days
of December 31, 2016, and RSUs for 3,609,706
shares of Class A
common stock and RSUs for 3,501,718
shares of Class B
common stock which are subject to vesting conditions expected to occur within 60 days
of December 31, 2016.
The table above does not include (i) 5,952,917
shares of Class A
common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting
of (x) 2,689,486
shares of Class A
common stock issuable upon exercise
of options to purchase
shares of Class A
common stock granted on the date
of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation — Director Compensation» and «Executive Compensation — New Equity Awards,» and (y) 3,263,431 additional
shares of Class A
common stock reserved for future issuance and (ii) 24,269,792
shares of Class A
common stock issuable to the Continuing SSE Equity Owners upon redemption or exchange
of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE
Holdings LLC Agreement.»
Of these shares, all shares of common stock sold in this offering by us and the selling stockholders, plus any shares sold upon exercise of the underwriters» over-allotment option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by «affiliates,» as that term is defined in Rule 144 under the Securities Ac
Of these
shares, all
shares of common stock sold in this offering by us and the selling stockholders, plus any shares sold upon exercise of the underwriters» over-allotment option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by «affiliates,» as that term is defined in Rule 144 under the Securities Ac
of common stock sold in this offering by us and the selling stockholders, plus any
shares sold upon exercise
of the underwriters» over-allotment option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by «affiliates,» as that term is defined in Rule 144 under the Securities Ac
of the underwriters» over-allotment option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these
shares are
held by «affiliates,» as that term is defined in Rule 144 under the Securities Act.
After payment
of the full liquidation preference
of the Series A, Series A-1, Series B, and Series C, the entire remaining amounts legally available for distribution will be distributed to the holders
of our
common stock pro rata based on the number
of shares held by each holder.
You will experience additional dilution when those
holding options exercise their right to purchase
common stock under our equity incentive plans, when RSUs vest and settle, when we issue restricted
stock to our employees under our equity incentive plans, or when we otherwise issue additional
shares of our
common stock.
In addition, in connection with this offering, we adopted an executive
stock ownership policy encouraging Mr. Garutti and Mr. Uttz to
hold shares of our
common stock with a value equal to two and one times each
of their annual base salaries, respectively.
The SSE
Holdings LLC Agreement will also reflect a split
of LLC Interests such that one LLC Interest can be acquired with the net proceeds received in the initial offering from the sale
of one
share of our Class A
common stock.
If you own
common stock in street name and do not either provide voting instructions or vote at the Annual Meeting, the institution that
holds your
shares may nevertheless vote your
shares on your behalf with respect to the ratification
of the appointment
of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2018, but can not vote your
shares on any other matters being considered at the meeting.
In addition, we intend to adopt an executive
stock ownership policy encouraging Mr. Garutti and Mr. Uttz to
hold shares of our
common stock with a value equal to two and one times each
of their annual base salaries, respectively.
The SSE
Holdings LLC Agreement will also reflect a split
of LLC Interests such that one LLC Interest can be acquired with the net proceeds received in the initial offering from the sale
of one
share of our Class A
common stock, after the deduction
of underwriting discounts and commissions.
Given the absence
of a public trading market
of our
common stock, and in accordance with the American Institute
of Certified Public Accountants Accounting and Valuation Guide, Valuation
of Privately -
Held Company Equity Securities Issued as Compensation, our board
of directors exercised reasonable judgment and considered numerous and subjective factors to determine the best estimate
of fair value
of our
common stock, including independent third - party valuations
of our
common stock; the prices at which we sold
shares of our convertible preferred
stock to outside investors in arms - length transactions; the rights, preferences, and privileges
of our convertible preferred
stock relative to those
of our
common stock; our operating results, financial position, and capital resources; current business conditions and projections; the lack
of marketability
of our
common stock; the hiring
of key personnel and the experience
of our management; the introduction
of new products; our stage
of development and material risks related to our business; the fact that the option grants involve illiquid securities in a private company; the likelihood
of achieving a liquidity event, such as an initial public offering or a sale
of our company given the prevailing market conditions and the nature and history
of our business; industry trends and competitive environment; trends in consumer spending, including consumer confidence; and overall economic indicators, including gross domestic product, employment, inflation and interest rates, and the general economic outlook.
Brokerage firms and other intermediaries
holding shares of our
common stock in street name for their customers are generally required to vote such
shares in the manner directed by their customers.
In addition to the non-employee director compensation policy, we intend to adopt a director
stock ownership policy encouraging non-employee directors to
hold shares of our Class A
common stock with a value equal to at least one times the fair value
of the director's annual equity award.
SSE
Holdings will enter into the SSE
Holdings LLC Agreement and, subject to certain restrictions set forth therein and as described elsewhere in this prospectus, the Continuing SSE Equity Owners will be entitled to have their LLC Interests redeemed for
shares of our Class A
common stock.
If
shares of our
common stock are
held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner
of shares that are
held in «street name,» and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder
of record with respect to those
shares.
On [●], 2015, the distribution date, each HP Co. stockholder will receive [●]
share [s]
of Hewlett Packard Enterprise
common stock for each HP Co.
common share held at the close
of business on the record date for the distribution, as described below.
In connection with our acquisition
of Mixer Labs, Inc. in December 2009, we assumed options issued under the Mixer Labs, Inc. 2008
Stock Plan, or the Mixer Labs Plan, held by Mixer Labs employees who continued employment with us after the closing, and converted them into options to purchase shares of our common s
Stock Plan, or the Mixer Labs Plan,
held by Mixer Labs employees who continued employment with us after the closing, and converted them into options to purchase
shares of our
common stockstock.
On June 14, 2017, the Company transferred an aggregate
of 129,238
shares of common stock of its parent company Croe,
held in treasury by the Company, to certain officers and consultants
of the Company in exchange for their services in connection with the Transaction, valued at $ 258,476 based on the fair value
of the
shares on the measurement date.
Adjusted pro forma net income represents net income attributable to Shake Shack Inc. assuming the full exchange
of all outstanding SSE
Holdings, LLC membership interests («LLC Interests») for
shares of Class A
common stock, adjusted for certain non-recurring items that management believes do not directly reflect their core operations.
Upon closing
of the proposed transaction all
of the issued and outstanding
shares of capital
stock of MoPub, and all equity awards to purchase
shares of MoPub
common stock held by individuals who will continue to provide service to the Company, will be converted into the right to receive an aggregate
of 14.8 million
shares of the Company's
common stock.
Rule 701 generally allows a stockholder who purchased
shares of our Class A
common stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate
of our company during the immediately preceding 90 days to sell these
shares in reliance upon Rule 144, but without being required to comply with the public information,
holding period, volume limitation or notice provisions
of Rule 144.