If shares are registered in street name, Class B or Common shareholders must vote shares in the
manner prescribed by the broker, bank or other nominee. In most instances, a Class B or Common shareholder can do this over the telephone or Internet, or if a Class B or Common shareholder has received or requested a hard copy of the proxy
statement and accompanying voting instruction form, the Class B or Common shareholder may mark, sign, date and mail the voting instruction form in the envelope the broker, bank or other nominee provides. The materials that were sent to
Class B or Common shareholders have specific instructions for how to submit votes and the deadline for doing so. If a Class B or Common shareholder would like to revoke its proxy, such Class B or Common shareholder must follow the
broker, bank or other nominees instructions on how to do so. If a Class B or Common shareholder wishes to vote at the Annual Meeting, such Class B or Common shareholder must obtain a legal proxy from the broker, bank or other nominee
holding the shares.
VOTING SECURITIES
Only shareholders of record of Common Stock and Class B Stock on the books of the Company as of 5:00 P.M. Pacific Time, December 10,
2021, will be entitled to vote at the Annual Meeting.
As of the close of business on December 10, 2021, there were outstanding 11,335,658
shares of Common Stock of the Company, entitled to one vote per share, and 1,612,374 shares of Class B Stock of the Company, entitled to the lesser of ten votes per share or 49% of the total votes cast. There were also outstanding 42,161,017
shares of Class A Common Stock, which generally have no voting rights unless otherwise required by Delaware law. Holders of Common Stock and Class B Stock will vote together on all matters presented to the shareholders for their vote or
approval at the Annual Meeting.
The holders of not less than a majority of the shares of Common Stock and Class B Stock of the Company
entitled to vote, present in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting or any adjournment thereof. In all matters other than the election of directors, the affirmative vote of the majority of
such quorum shall be deemed the act of the shareholders. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Votes cast by
proxy, in person at the Annual Meeting will be tabulated by the election inspector appointed for the Annual Meeting and will determine whether or not a quorum is present. The election inspector will treat abstentions and broker non-votes as shares that are present and entitled to vote for purposes of determining the presence of a quorum but as unvoted for purposes of determining the approval of any matter submitted to the shareholders for
a vote. Under the General Corporation Law of the State of Delaware, shareholders are not entitled to dissenters rights with respect to any matter to be considered and voted on at the Annual Meeting, and we will not independently provide
shareholders with any such right.
With regard to the election of directors, votes may be cast For or Withhold for each
nominee; votes that are withheld will be excluded entirely from the vote and will have no effect. The directors will be elected by a plurality of the votes of the shares present in person, voted or represented by proxy at the Annual Meeting and
entitled to vote on the election of directors. As a result, if you withhold your authority to vote for any nominee, your vote will not count for or against the nominee, nor will a broker non-vote
affect the outcome of the election.
The other matters submitted for shareholder approval at the Annual Meeting will be decided by the affirmative
vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. Abstentions are included in the determination of shares present for quorum purposes.
If a shareholders shares are held in street name and the shareholder does not instruct his or her broker how to vote the shares, the brokerage
firm, in its discretion, may either leave the shares unvoted or vote the shares on routine matters. The proposal to ratify the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the
current fiscal year should be treated as a routine matter. To the extent a shareholders brokerage firm votes shares on the shareholders behalf on that proposal, the shares also will be counted as present for the purpose of determining a
quorum.
In order to reduce printing and postage costs for shareholders who request a printed copy of the proxy materials, only one Annual Report
and one Proxy Statement will be mailed to multiple shareholders who request a printed copy of the proxy materials sharing an address unless we receive contrary instructions from one or more of the shareholders sharing an
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