UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under § 240.14a-12
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VIANT TECHNOLOGY INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Viant Technology Inc.
2722 Michelson Drive, Suite 100
Irvine, California 92612
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 4, 2024
Dear Stockholder:
We are pleased to invite you to virtually attend the 2024 Annual Meeting of Stockholders (including any adjournments, continuations or postponements thereof, the “
Annual Meeting
”) of Viant Technology Inc., a Delaware corporation (“
Viant
”). The Annual Meeting will be held virtually, via live webcast at www.virtualshareholdermeeting.com/DSP2024 on Tuesday, June 4, 2024 at 9:30 a.m. (Pacific Time). Even with a virtual format, you will still be able to vote and submit questions during the meeting, and we encourage you to attend online and participate. For purposes of attendance at the Annual Meeting, all references in the accompanying Proxy Statement to “present in person” or “in person” shall mean virtually present at the Annual Meeting.
The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying materials:
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(1)
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To elect two Class III directors, Tim Vanderhook and Vivian Yang, to hold office until our annual meeting of stockholders in 2027 and until their successors are duly elected and qualified, or until their earlier death, resignation or removal;
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(2)
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To ratify the selection of Deloitte Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
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(3)
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To conduct any other business properly brought before the Annual Meeting.
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Please note, however, that if your shares are held on your behalf by a brokerage firm, bank, or other nominee and you wish to vote at the Annual Meeting, you may need to obtain a proxy issued in your name from that nominee. Please contact your broker, bank or other nominee for information about specific requirements if you would like to vote your shares during the Annual Meeting.
By Order of the Board of Directors
Tim Vanderhook
Chief Executive Officer and Chairman
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement on Schedule 14A (this “
Proxy Statement
”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “
Securities Act
”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance and may include statements concerning, among other things, our business strategy, our governance initiatives and impacts of our compensation program.
In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,” “consider,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “should” or “will” or the negative or plural of these words or other similar terms or expressions. All statements other than statements of historical fact are forward-looking statements, which speak only as of the date they are made, and are not guarantees of future performance.
These forward-looking statements are not guarantees of future performance and involve a number of assumptions, risks and uncertainties that could cause actual results to differ materially from expected results. As a result, you should not put undue reliance on any forward-looking statement. These forward-looking statements are included throughout this Proxy Statement. Factors that could cause our actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to, to changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond our control, as well as the risk factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the Securities and Exchange Commission (the “
SEC
”) on March 4, 2024 (our “
2023 Annual Report
”). Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by these forward-looking statements. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and we caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this Proxy Statement speaks only as of the date on which we make it. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws. You should read this Proxy Statement with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.
VIANT TECHNOLOGY INC.
2722 Michelson Drive, Suite 100
Irvine, California 92612
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 4, 2024 at 9:30 a.m. (Pacific Time)
Our board of directors is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders (including any adjournments, continuations or postponements thereof, the “
Annual Meeting
”) of Viant Technology Inc., for the purposes set forth in this Proxy Statement. This Proxy Statement includes information that we are required to provide to you under the rules of the SEC and that is designed to assist you in voting your shares. The Annual Meeting will be held virtually via a live webcast on the internet on Tuesday, June 4, 2024 at 9:30 a.m. (Pacific Time). The Notice of Internet Availability of Proxy Materials (the “
Notice
”) containing instructions on how to access this Proxy Statement and our 2023 Annual Report is first being released on or about April 22, 2024 to all stockholders entitled to vote at the Annual Meeting. If you held shares of our Class A common stock or Class B common stock (collectively referred to as our “
Common Stock
”) as of the close of business on April 11, 2024 (the “
Record Date
”), you are invited to virtually attend the Annual Meeting at www.virtualshareholdermeeting.com/DSP2024 and vote on the proposals described in this Proxy Statement. For purposes of attendance at the Annual Meeting, all references in the accompanying Proxy Statement to “present in person” or “in person” shall mean virtually present at the Annual Meeting.
In this Proxy Statement, we refer to Viant Technology Inc. as “
Viant
,” “
we
,” “
us
” or “
our
” and the board of directors of Viant as “
our board of directors
.” Our 2023 Annual Report accompanies this Proxy Statement. You also may obtain a paper copy of our 2023 Annual Report without charge by following the instructions in the Notice. We intend to file a proxy statement and WHITE proxy card with the SEC in connection with our solicitation of proxies for our Annual Meeting of Stockholders. Stockholders may obtain our Proxy Statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at: www.sec.gov.
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only.
Questions and Answers
What am I voting on?
There are two matters scheduled for a vote at the Annual Meeting:
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Proposal One
: Election of two Class III directors, Tim Vanderhook and Vivian Yang, to hold office until our annual meeting of stockholders in 2027 and until their successors are duly elected and qualified, or until their earlier death, resignation or removal; and
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Proposal Two
: Ratification of the selection of Deloitte Touche LLP (“
Deloitte
”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
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What are the voting recommendations of our board of directors?
Our board of directors recommends that you vote “
FOR
” the director nominees named in Proposal One, and “
FOR
” the ratification of the selection of Deloitte as our independent registered public accounting firm as described in Proposal Two.
Why did I receive a notice regarding the availability of proxy materials on the internet?
Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials, including this Proxy Statement and our 2023 Annual Report, to our stockholders over the internet where permitted. Accordingly, if we have sent you the Notice, you will not receive a printed copy of this Proxy Statement and related materials (the
1
“
proxy materials
”) in the mail unless you specifically request them. All stockholders have the ability to access the proxy materials on the website referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.
We intend to release the Notice on or about April 22, 2024 to all stockholders of record entitled to vote at the Annual Meeting.
Will I receive any other proxy materials by mail?
If you received the Notice, we may send you a proxy card, along with a second Notice, after ten calendar days have passed since our first mailing of the Notice.
Who can vote at the Annual Meeting?
Holders of either class of our Common Stock as of the close of business on the Record Date will be entitled to vote at the Annual Meeting. As of March 7, 2024, there were 15,845,474 shares of our Class A common stock outstanding and 46,984,825 shares of our Class B common stock outstanding, representing 25.2% and 74.8% combined voting power of our Common Stock, respectively. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters described in this Proxy Statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock and Class B common stock is entitled to one vote on each proposal.
Stockholder of Record: Shares Registered in Your Name
. If, as of the close of business on the Record Date, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting or by proxy in advance. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting through the internet, by telephone or by completing and returning a printed proxy card if one is mailed to you.
Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank or Other Nominee
. If, as of the close of business on the Record Date, your shares were held not in your name, but on your behalf by a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that nominee. Those shares will be reported as being held by the nominee (e.g., your brokerage firm) in the system of record used for identifying stockholders. As a beneficial owner of the shares, you are invited to attend the Annual Meeting, and you have the right to direct your brokerage firm, bank or other nominee regarding how to vote the shares in your account. You may access the meeting and vote by logging in with your control number at www.virtualshareholdermeeting.com/DSP2024.
Will a list of stockholders of record as of the Record Date be available?
A list of our stockholders of record as of the close of business on the Record Date will be made available to stockholders attending the Annual Meeting by following the link on the virtual meeting platform. In addition, a list of all stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive offices at 2722 Michelson Drive, Suite 100, Irvine, California 92612 for ten days before the Annual Meeting.
How do I attend and ask questions during the Annual Meeting?
We will be hosting the Annual Meeting via live webcast only, and you will not be able to attend the Annual Meeting in person. You can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/DSP2024 by logging in with your control number. The meeting will start at 9:30 a.m. (Pacific Time), on Tuesday, June 4, 2024. We recommend that you log in a few minutes before 9:30 a.m. (Pacific Time), to ensure you are logged in when the Annual Meeting starts. The webcast will open 15 minutes before the start of the Annual Meeting. Stockholders attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Information contained on, or that can be accessed through, this live webcast is not incorporated by reference into this Proxy Statement, and you should not consider information on the live webcast to be part of this Proxy Statement.
In order to enter the Annual Meeting, you will need your control number, which is included in the Notice or on your proxy card if you are a stockholder of record and one has been mailed to you. If you are the beneficial owner of your shares, your control number is included with your voting instruction card and voting instructions received from your brokerage firm, bank or other nominee. Instructions on how to attend and participate are available at www.virtualshareholdermeeting.com/DSP2024.
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We will hold a live question and answer session, during which we intend to answer appropriate questions submitted by stockholders during the Annual Meeting that are pertinent to the Company and the Annual Meeting matters, for 15 minutes after the completion of the Annual Meeting. If you would like to submit a question during the Annual Meeting, you may log in at www.virtualshareholdermeeting.com/DSP2024 using your control number, type your question into the “Ask a Question” field, and click “Submit.” To help ensure that we have a productive and efficient meeting, and in fairness to all stockholders in attendance, you will also find posted our rules of conduct for the Annual Meeting when you log in prior to its start. We will answer as many questions submitted in accordance with our rules of conduct as practicable in the time allotted. Each stockholder is limited to no more than two questions. Only questions that are relevant to an agenda item to be voted on by stockholders at the Annual Meeting will be answered.
How do I vote?
Stockholder of Record: Shares Registered in Your Name
. If you are a stockholder of record, you may vote (i) online during the Annual Meeting or (ii) in advance of the Annual Meeting by proxy through the internet, by telephone or by using a proxy card if one was sent to you or that you may request. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the meeting, you may still attend online and vote during the meeting. In such case, your previously submitted proxy will be disregarded. For more information, see the question below titled “Can I change my vote or revoke my proxy after submitting a proxy?”
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To vote in advance of the Annual Meeting (i) through the internet, go to www.proxyvote.com to complete an electronic proxy card, or (ii) by telephone, call 1-800-690-6903. You will be asked to provide the control number from the Notice, proxy card or instructions that accompanied your proxy materials. Votes over the internet or by telephone must be received by 11:59 p.m. (Eastern Time) on June 3, 2024 to be counted.
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To vote in advance of the Annual Meeting using a printed proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
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To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting at www.virtualshareholdermeeting.com/DSP2024, starting at 9:30 a.m. (Pacific Time), on Tuesday, June 4, 2024. You will need to enter the 16-digit control number located on the Notice, on your proxy card or in the instructions that accompanied your proxy materials. The webcast will open 15 minutes before the start of the Annual Meeting.
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Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank, or Other Nominee
. If you are a beneficial owner of shares held on your behalf by a brokerage firm, bank or other nominee, you should have received a Notice containing voting instructions from that nominee rather than from us. To vote online during the Annual Meeting, you must follow the instructions from such nominee.
A representative of Equiniti Trust Company, LLC, our inspector of election, will tabulate and certify the votes.
What if I have technical difficulties or trouble accessing the Annual Meeting?
We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/DSP2024.
How many votes do I have?
Holders of either class of our Common Stock will have one vote per share held as of the close of business on the Record Date. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters described in this Proxy Statement for which your vote is being solicited.
What if another matter is properly brought before the Annual Meeting?
Our board of directors does not intend to bring any other matters to be voted on at the Annual Meeting, and currently knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his best judgment.
3
Can I vote my shares by filling out and returning the Notice?
No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by proxy in advance of the Annual Meeting through the internet, by telephone, using a printed proxy card or online during the Annual Meeting.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.
Can I change my vote or revoke my proxy after submitting a proxy?
Yes. If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the final vote at the Annual Meeting in any one of the following ways:
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Submit another properly completed proxy card with a later date.
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Grant a subsequent proxy by telephone or through the internet.
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Send a timely written notice that you are revoking your proxy to our Corporate Secretary at 2722 Michelson Drive, Suite 100, Irvine, California 92612, Attention: Corporate Secretary.
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Attend the Annual Meeting and vote online during the meeting. Simply attending the Annual Meeting will not, by itself, change your vote or revoke your proxy. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions or vote in advance of the Annual Meeting by telephone or through the internet so that your vote will be counted if you later decide not to attend the Annual Meeting.
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If you are a beneficial owner and your shares are held in “street name” on your behalf by a brokerage firm, bank or other nominee, you should follow the instructions provided by that nominee.
Your most recent proxy card or internet or telephone proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Corporate Secretary before your proxy is voted or you vote electronically at the Annual Meeting.
If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
If you are a stockholder of record and do not vote through the internet, by telephone, by completing a proxy card or online during the Annual Meeting, your shares will not be voted.
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted in accordance with our board of directors’ recommendations:
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“
FOR
” the election of the two Class III director nominees; and
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“
FOR
” the ratification of the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
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If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his best judgment.
If I am a beneficial owner of shares held in “street name” and I do not provide my brokerage firm, bank or other nominee with voting instructions, what happens?
If you are a beneficial owner and do not instruct your brokerage firm, bank or other nominee how to vote your shares, your shares will be considered “uninstructed” and the question of whether your nominee will still be able to vote your shares depends on whether, pursuant to stock exchange rules, the particular proposal is deemed to be a “routine” matter. Brokerage firms, banks and other nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under applicable rules and interpretations, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as elections of directors (even if not contested), mergers, stockholder proposals, executive compensation and certain corporate governance proposals, even if management-supported.
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Accordingly, your brokerage firm, bank or other nominee may vote your shares on Proposal Two, which is considered “routine,” without your instructions. Your brokerage firm, bank or other nominee may not, however, vote your shares on Proposal One without your instructions, which would result in a “broker non-vote” and your shares would not be counted as having been voted on Proposal One. Please instruct your brokerage firm, bank or other nominee to ensure that your vote will be counted. As Proposal Two is considered a “routine” matter, we do not expect “broker non-votes” to exist in connection with this proposal.
If you are a beneficial owner of shares held in street name, and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your brokerage firm, bank or other nominee by the deadline provided in the materials you receive from your nominee.
What are “broker non-votes”?
As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the brokerage firm, bank or other nominee holding the shares as to how to vote on matters deemed to be “non-routine,” the brokerage firm, bank or other nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”
How many votes are needed to approve each proposal?
Proposal One
. Directors are elected by a plurality vote. “
Plurality
” means that the two Class III director nominees who receive the largest number of votes cast “
FOR
” such nominees will be elected as directors. As a result, any shares not voted “
FOR
” a particular nominee, whether as a result of a “
WITHHOLD
” vote or a broker non-vote (in other words, where a brokerage firm has not received voting instructions from the beneficial owner and for which the brokerage firm does not have discretionary power to vote on a particular matter), will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “
FOR
” or “
WITHHOLD
” on the two Class III director nominees.
Proposal Two
. The ratification of the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2024 requires the affirmative vote of at least a majority of the voting power of the shares of our Common Stock present in person or by proxy during the Annual Meeting and entitled to vote thereon to be approved. Abstentions represent a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “
AGAINST
” this proposal. Because this is a “routine” proposal, no broker non-votes are expected to result from this proposal.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid Annual Meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares of Common Stock entitled to vote at the Annual Meeting are present in person at the Annual Meeting either by virtual attendance or by proxy. On March 7, 2024, there were 62,830,299 shares of our Common Stock outstanding and entitled to one vote, consisting of 15,845,474 shares of our Class A common stock and 46,984,825 shares of our Class B common stock. Holders of either class of our Common Stock as of the close of business on the Record Date will be entitled to vote at the Annual Meeting.
Thus, based on the holders as of March 7, 2024, we estimate that the holders of approximately 31,415,150 shares of Common Stock would need to be present in person or represented by proxy at the Annual Meeting to have a quorum.
Your shares will be counted as present only if you submit a valid proxy (or one is submitted on your behalf by your brokerage, bank or other nominee) or if you vote online during the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairperson of the Annual Meeting or holders of a majority of the voting power of the shares present at the Annual Meeting may adjourn the Annual Meeting to another date.
How can I find out the results of the voting at the Annual Meeting?
We expect that preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form 8-K to publish the final results.
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When are stockholder proposals and nominations due for next year’s annual meeting?
Requirements for stockholder proposals to be considered for inclusion in our proxy materials for the 2025 annual meeting of stockholders.
To be considered for inclusion in next year’s proxy materials, stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act must be submitted in writing by December 23, 2024, to our Corporate Secretary at 2722 Michelson Drive, Suite 100, Irvine, California 92612, Attention: Corporate Secretary.
Requirements for stockholder proposals or nominations to be brought before the 2025 annual meeting of stockholders
. Our amended and restated bylaws provide that, for stockholder proposals and nominations that are not to be included in next year’s proxy materials to be considered at an annual meeting, stockholders must give timely advance written notice thereof to our Corporate Secretary at 2722 Michelson Drive, Suite 100, Irvine, California 92612, Attention: Corporate Secretary. In order to be considered timely under our bylaws and, for director nominations, under Rule 14a-19 under the Exchange Act, notice of a proposal or a director nomination for consideration at the 2025 annual meeting of stockholders that is not to be included in next year’s proxy materials must be received by our Corporate Secretary in writing not later than the close of business on March 6, 2025 nor earlier than the close of business on February 4, 2025. However, if our 2025 annual meeting of stockholders is not held between May 5, 2025 and July 4, 2025, the notice must be received (A) not earlier than the close of business on the 120
th
day prior to the 2025 annual meeting of stockholders, and (B) not later than the close of business on the later of the 90
th
day prior to the 2025 annual meeting of stockholders or, if later than the 90
th
day prior to the 2025 annual meeting of stockholders, the 10
th
day following the day on which public announcement of the date of the 2025 annual meeting is first made. Any such notice to our Corporate Secretary must include the information required by our amended and restated bylaws.
In addition, stockholders who intend to solicit proxies in support of director nominees other than Viant’s nominees must also comply with the additional requirements of Rule 14a-19(b).
Who is paying for this proxy solicitation?
We will pay for the cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid additional compensation for soliciting proxies. We may reimburse brokerage firms, banks and other nominees for the cost of forwarding proxy materials to beneficial owners. If you choose to access the proxy materials and/or vote over the internet, you are responsible for any internet access charges you may incur.
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INFORMATION REGARDING THE BOARD OF DIRECTORS
AND CORPORATE GOVERNANCE
The following table sets forth, for the Class III nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their ages, independence and position or office held with us as of March 18, 2024:
