COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Q: Why is the Company holding two Annual Meetings of Stockholders in calendar year 2022?
The Company’s fiscal year ends on June 30. Companies with a fiscal year ending June 30, typically hold annual meetings of stockholders in the second half of the calendar year. However, for the fiscal year ended June 30, 2022, the Company was unable to hold the meeting during the second half of calendar year 2021 and held its annual meeting of stockholders on March 17, 2022. Starting with this Annual Meeting and going forward, the Company intends to hold annual meetings during the second half of the calendar year.
Q: Why did I receive these materials?
The Board of the Company is soliciting your proxy to vote at our Annual Meeting of Stockholders to be held on December 13, 2022 (the “Annual Meeting”) (or at any postponement, adjournment or continuations of the meeting). Stockholders who own shares of our common stock as of the record date, October 21, 2022 (the “Record Date”), are entitled to vote at the Annual Meeting. You should review these proxy materials carefully as they give important information about the proposals that will be voted on at the Annual Meeting, as well as other important information about the Company.
Q: What is included in the proxy materials?
The proxy materials include:
our proxy statement for the Annual Meeting;
our Annual Report, which includes our Annual Report on Form 10-K for the fiscal year ended June 30, 2022; and
the proxy card or a voting instruction form for the Annual Meeting.
Q: I share an address with another stockholder and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
The Securities and Exchange Commission (“SEC”) rules permit us to satisfy delivery requirements for proxy statements with respect to two or more stockholders of record sharing the same address by delivering a single copy of the Notice and, if applicable, the proxy materials addressed to those stockholders, a procedure called “householding.” To take advantage of this opportunity, only copy of the Notice and, if applicable, set of proxy materials is being delivered to all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from one or more of the stockholders. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice and, if applicable, proxy materials, to any stockholder to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Notice and, if applicable, the proxy materials, contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Beneficial owners of shares held in street name can request information about householding from their banks, brokerage firms, or other holders of record.
Q: Why did I receive a Notice in the mail regarding the Internet Availability of Proxy Materials instead of a full set of proxy materials?
In accordance with the rules adopted by the SEC, we may furnish proxy materials, including this Proxy Statement and our Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (“Notice”), which was mailed to our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.
Q: Who will be entitled to vote?
Stockholders who own shares of our common stock as of the Record Date, are entitled to vote at the Annual Meeting. As of the Record Date, the Company had 135,570,078 shares of common stock outstanding. Holders of shares of common stock are entitled to one vote per share. Cumulative voting is not permitted with respect to the election of directors or any other matter to be considered at the Annual Meeting.