DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Vertiv Holdings Co

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

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LOGO

Vertiv Holdings Co

505 N. Cleveland Avenue

Westerville, Ohio 43082

April 28, 2023

Annual Meeting of Stockholders – June 14, 2023

Dear Stockholder,

On behalf of the Board of Directors of Vertiv Holdings Co (“Vertiv”), I am pleased to invite you to participate in Vertiv’s 2023 Annual Meeting of Stockholders on June 14, 2023, at 11 a.m. Eastern time. The meeting will be virtual and can be accessed via live webcast at the following address www.virtualshareholdermeeting.com/VRT2023.

We encourage you to review the proxy statement, which contains important information about the stockholder meeting, our nominees for election to our Board of Directors, and executive compensation, among other important disclosures.

Whether or not you plan to participate in the meeting, it is important that your shares be represented. Please vote your shares via the internet, the toll-free telephone number provided or, if you received a paper copy of a proxy card or voter instruction form by mail, you may vote your shares by completing, signing, dating, and returning your proxy card or voter instruction form in the postage-paid envelope.

We value you as one of our stockholders, we appreciate your investment in Vertiv, and we welcome your participation in our upcoming stockholder meeting.


		Kind regards,


		David M. Cote Executive Chairman of the Board

LOGO

Notice of Annual Meeting of Stockholders

To be held on June 14, 2023

11:00 a.m. (ET)

Notice is hereby given that the 2023 annual meeting of stockholders (the “Annual Meeting”) of Vertiv Holdings Co, a Delaware corporation (the “Company,” “Vertiv” or “we”), will be held on June 14, 2023 at 11:00 a.m. (Eastern Time), via live webcast at the following address www.virtualshareholdermeeting.com/VRT2023. We are holding the meeting for the following purposes:

1.	Election of Directors. Elect eleven directors to our Board of Directors, each for a term of one year expiring at the 2024 annual meeting of stockholders and until such director’s successor has been duly elected and qualified;

2.	Say-On-Pay. Approve, on an advisory basis, the 2022 compensation of our named executive officers as disclosed in the accompanying proxy statement; and

3.	Independent Auditor. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

Only stockholders of record as of the close of business on April 17, 2023 (the “Record Date”) will be entitled to virtually attend or vote at the Annual Meeting or any adjournment or postponement thereof. A complete list of these stockholders will be available on the bottom panel of your screen during the meeting after entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker.

To facilitate voting, Internet and telephone voting are available. The instructions for voting are on the proxy card. If you hold your shares through a bank, broker, or other holder of record, please follow the voter instruction form you received from the holder of record.

The 2023 Annual Meeting will be virtual. You may attend the Annual Meeting and vote your shares electronically during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/VRT2023. You will need the 16-digit control number that is printed on your proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials, to enter the Annual Meeting. Vertiv recommends that you log in 15 minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts.

Your vote is important. Please act as soon as possible to vote your shares, whether or not you plan to virtually attend the Annual Meeting. Additionally, please mark, sign, date, and return the accompanying proxy card or voter instruction form in the postage-paid envelope or vote by telephone or via the Internet. Instructions are included on your proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials.

April 28, 2023





		Stephanie L. Gill Chief Legal Counsel and Corporate Secretary

LOGO

Important notice regarding the availability of proxy materials for the annual meeting held on June 14, 2023: Vertiv's Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are also available at www.proxyvote.com.

These materials were first sent or made available to shareholders on April 28, 2023.

Table of Contents


PROXY SUMMARY			1

GENERAL INFORMATION			6

PROPOSAL 1: ELECTION OF DIRECTORS			10

Nominees for Election			10

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			16

Board Composition			16
Director Independence			16
Board of Directors Leadership Structure			16
Board of Directors Role in Risk Oversight			17
Attendance at Board of Directors and Committee Meetings and Annual Meeting			18
Board Committees			18
Policy Regarding Director Nominations			20
Communication with the Board of Directors			21
Code of Conduct			21
Director Compensation			21

DIRECTORS AND EXECUTIVE OFFICERS			23

EXECUTIVE COMPENSATION			26

Compensation Discussion and Analysis			26

COMPENSATION TABLES			36

Summary Compensation Table			36
Grants of Plan-Based Awards in Fiscal 2022			38
Understanding Our Summary Compensation Table and Grants of Plan-Based Awards in Fiscal 2022 Table			39
Outstanding Equity Awards at 2022 Fiscal Year-End			40
Option Exercises and Stock Vested During Fiscal 2022			41
Potential Payments Upon Termination or Change in Control			41
CEO Pay Ratio			44
Pay versus Performance			45
Equity Compensation Plan Information			47

PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS			48

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			49

INFORMATION REGARDING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			50

Pre-Approval Policy			50
Fees			50
Audit Fees			50
Audit-Related Fees			50
Tax Fees			51
All Other Fees			51

AUDIT COMMITTEE REPORT			52

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			53

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			56

Related Party Transactions Policies and Procedures			56
Business Combination			56
Other Related Party Transactions			57

ADDITIONAL INFORMATION			57

List of Stockholders of Record			57
Submission of Stockholder Proposals at Next Year’s Annual Meeting			57
Consideration of Stockholder-Recommended Director Nominees			58
Stockholder Communications with the Board of Directors			58
Note About Forward-Looking Statements			58

ANNEX A NON-GAAP FINANCIAL MEASURES			59

Reconciliation of Non-GAAP Financial Measures			60

- 2023 Proxy Statement ^| i

PROXY SUMMARY

This Proxy Summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. Please read the entire proxy statement carefully before voting.

Meeting Details



• Time and Date:		June 14, 2023 (11:00 a.m. Eastern Time)

• Place:		Virtual Meeting (see www.virtualshareholdermeeting.com/VRT2023)

• Record Date:		April 17, 2023

• Voting:		Stockholders of Vertiv as of the Record Date are entitled to vote. Each share of Vertiv Class A common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted upon at the Annual Meeting.

Meeting Agenda


Item	Proposal	Board’s Voting Recommendation	Page Reference

➊	Election of Directors Elect eleven directors to our Board of Directors, each for a term of one year expiring at the 2024 annual meeting of stockholders and until such director’s successor has been duly elected and qualified;	FOR (each nominee)	10

➋	Say-on-Pay Approve, on an advisory basis, the 2022 compensation of our named executive officers as disclosed in the accompanying proxy statement; and	FOR	48

➌	Independent Auditor Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.	FOR	49

2022 Performance

After a challenging 2021 year, we developed a strategic framework at the beginning of 2022 to strengthen our operational performance and improve our operating margins and profitability. Throughout 2022, we aggressively executed on our strategic plan, and our efforts resulted in a transformative year for our business. We successfully transitioned our leadership, naming Giordano Albertazzi, an industry leader with more than two decades of experience leading various aspects of our business, including most recently as President of our Americas region, as our CEO effective January 1, 2023. Our Board of Directors expanded with the appointments of Joseph J. DeAngelo, former President and CEO of HD Supply Holdings until its acquisition by Home Depot, and Jakki L. Haussler, the Non-Executive Chairman of Opus Capital Management, Inc., both of whom bring a wealth of operational, financial and accounting experience and expertise to our Board. We continued innovating and delivering award-winning products and services for our customers, while also reaffirming our commitment to ESG in our inaugural ESG report and the advancement of efficiency processes in our global operations. Moreover, we continued to execute on and advanced our aggressive pricing plan and took proactive steps in our supply chain to mitigate inflationary pressures on our business. And, while still underway, we are addressing operational performance in our Americas region.

Despite the challenging supply chain and uncertain macroeconomic environment, demand for our products, software, and services remained strong throughout 2022, and we ended the year with the strongest quarterly results in our history and full year net sales rising 14% over prior year to $5.7 billion, record backlog of $4.8 billion, and $365 million in price realization. In short, 2022 was a pivotal and transformative year for Vertiv that culminated in our best quarter ever.

Because of the cumulative efforts of all of our employees, significant progress was made in enhancing our operational performance, and with the right leadership in place to drive further gains and the enduring strength of our customer commitment, we are positioning our business for sustained long-term growth and value creation for our stockholders.

- 2023 Proxy Statement ^| 1

Strategic Compensation-Related and Other Actions to Position Us for Long-Term Growth

During 2022, the increasingly challenging global supply chain constraints and inflationary pressures impacted our supply chain, manufacturing operations, workforce and other key aspects of our operations. In response to the economic challenges resulting from the rise in inflationary freight and material costs, and labor and parts shortages, the Company took action against the strategic framework it laid out in an effort to mitigate the impact of the inflationary pressures on our business, to improve operational performance, to retain and attract talent, and to position our business for long-term growth in the face of macroeconomic uncertainty. For example:

✓

Continued Focus on Pay for Performance. As described in more detail in the “Compensation Discussion and Analysis” below, our executive compensation program focused on performance. For example, all cash bonus payouts for named executive officers were below target because our financial metric results were below target, even with the improvements we saw in the second half of the year. We continued to focus on annual equity grants in the form of stock options, which only have value if our stockholders receive value through stock price increases.

✓

One-Time, Strategic Performance Equity Awards. The Board and Compensation Committee granted special, one-time, strategic performance equity awards to the executive management team to incentivize them to achieve multi-year challenging financial performance goals for the business and to promote the long-term retention of the business leaders that the Company needs to attain such goals. These one-time performance awards are eligible for cliff vesting after more than four years of employment in January 1, 2027 subject to the achievement of specified adjusted operating profit targets in each of 2023, 2024, and 2025.

✓

Successful Leadership Transition. As part of the operational transition in CEO from Rob Johnson to Giordano Albertazzi, our compensation program decisions needed to support a successful transition, encourage Mr. Albertazzi to be focused on his new U.S.-based role and incentivize our entire remaining management team. See the “Compensation Discussion and Analysis” for more information.

✓

Cost Mitigation. We took decisive actions to mitigate rising inflation and costs during 2022 through a strategic hiring freeze, the qualification and on-boarding of alternate suppliers, discretionary spending cuts, the elimination of unnecessary travel and entertainment, and other actions targeted to reduce costs.

✓

Response to Supply Chain Challenges. We established a daily global cadence of reviewing both internal and external supply chain challenges to address rising inflationary costs and labor and parts shortages. We continued our focused efforts on supplier diversity and resiliency, as well as engineering redesign initiatives, to enable us to qualify alternate part and component suppliers for our products and improve supplier delivery times and reductions in cost. Further, we maintained our “in region, for region” supply base emphasis to focus suppliers in region on delivering parts and components for our operations in the region.

✓

Retention of Our Workforce Talent. As we positioned our business for long-term growth, we maintained our focused approach regarding our employee talent pool, particularly our engineering, research and development and operations teams. We have continued to grow in a reasonable manner despite a competitive labor environment and rising labor costs in 2022.

✓	Management Focus. Our entire management team, together with our Executive Chairman as further described in the “Board of Directors Leadership Structure” below, is actively involved in responding to the challenges we faced as a company in 2022.

✓

Price Actions. We continued our focus on significant price actions in 2022 to work to overcome the pace of inflation on materials, freight and labor, and we realized $365 million in price, consistent with the targets established at the beginning of the year. Also see other financial highlights in the “Compensation Discussion and Analysis” below.


2 ^\|				- 2023 Proxy Statement

Compensation Packages Are Strongly Aligned with Stockholder Interests

The following charts show the mix of the primary compensation elements for 2022 for our former CEO and our other NEOs, including salary, target annual cash incentive, annual long-term incentive awards granted during the year (in the form of stock options, excluding the one-time performance equity awards)⁽¹⁾ and other benefits. As reflected in the charts below, we have structured executive compensation, particularly for the CEO, to be performance-based and aligned with stockholder value.

LOGO

(1)	See the “Compensation Discussion and Analysis—2022 Summary” below for an explanation of amounts excluded from these charts.

CEO Compensation Is Focused on Variable Pay

Mr. Johnson’s primary compensation opportunities for 2022, and Mr. Albertazzi’s primary compensation opportunities for 2023, are summarized below:


2022 Compensation of Former CEO (Mr. Johnson)	2022

Base Salary		$950,000

Target Cash Bonus (as % of Base Salary)		125%

Approximate Grant Date Fair Value of Annual Equity Awards Granted		$3.3 million


2023 Compensation of Current CEO (Mr. Albertazzi)	2023

Base Salary		$900,000

Target Cash Bonus (as % of Base Salary)		125%

Approximate Grant Date Fair Value of Annual Equity Awards Granted		$3.3 million

Corporate Governance Highlights

✓	Annual Full Board Elections. We provide for director elections on an annual basis to provide our stockholders with regular input on the composition of our Board of Directors.

✓

Separate Chairman and CEO Roles. We believe that, at this time, our continuing separation of the roles of CEO and Chairman enables the Board of Directors to effectively exercise its role in oversight of Vertiv while allowing our CEO to focus on the management of the day-to-day conduct of our business. See “Board of Directors Leadership Structure” below for further information.

✓

Code of Conduct. We have a code of conduct that applies to all our directors, officers and other employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code of conduct, along with other corporate governance documents, is available on our website, https://investors.vertiv.com/corporate-governance/documents/default.aspx.

✓	No Poison Pill. Vertiv does not maintain a poison pill or stockholder rights plan.

- 2023 Proxy Statement ^| 3

✓

Robust Stock Ownership Guidelines. We require executive officers and directors to hold meaningful amounts of stock and to meet these guidelines within five years of first becoming subject to the guidelines, as further set forth below under “Stock Ownership Guidelines for Company Officers and Directors.”

✓	Prohibition of Hedging and Pledging. Our insider trading policy prohibits our officers, directors and employees from hedging or pledging our shares.

Commitment to ESG Initiatives

As a relatively new publicly traded company, we are continuing to formally organize our efforts with certain ESG-related matters. In particular:

✓

First Annual ESG Report. We issued our first annual ESG report during 2022, which was aligned to the Sustainability Accounting Standards Board (“SASB”) standard for the Electrical and Electronic Equipment industry, elements of the Global Reporting Initiative standards, and select United Nations Sustainable Development Goals (“UN SDGs”) where we believe we have the most genuine impact.

✓

Governance. We intend to continue to hold ourselves to high governance standards. In 2022, our ESG Executive Steering Committee continued to develop our ESG strategy, evaluated ESG disclosure frameworks for public reporting, and reported to our Board of Directors on various ESG-related topics. We also adopted the recommendations of the Task Force on Climate-Related Financial Disclosures (“TCFD”) into our disclosure processes, which details information on our governance of climate-related risks and opportunities, as well as how climate is integrated into our enterprise risk management (“ERM”) processes.

✓

Environmental Initiatives for Our Customers and Ourselves. We strive to innovate and develop products, services and solutions that enable our customers to be more energy and water efficient in their data center operations, such as the latest Vertiv^™ NetSure^™ M Series outdoor enclosure, a solution designed to support 5G and edge networks, that enables constant power including battery backup, temperature and humidity control and allows the use of solar panels and other renewable energy sources and our eco-friendly, low GWP refrigerant chillers with the Vertiv^™ Liebert^® AFC inverter screw chiller and high efficiency Vertiv^™ Liebert^® CWA chilled water thermal wall units. These efficient thermal management solutions are designed to reduce CO2 emissions, limit carbon footprint, and operate with high energy efficiency. Our approach to meeting our customers’ demands of growing critical digital infrastructure, while enabling them to reduce their impact on the environment, rests on five key principles that we strive to achieve when developing and delivering high-performing, efficient products, services and solutions:

✓

High efficiency — Design energy- and water-efficient solutions for the market.

✓

High reliability — Build resilient and highly serviceable equipment that’s durable and long lasting.

✓

Low impact — Strive to understand and limit manufacturing processes that may have adverse environmental impacts, and measure and increase use of recycled materials in our products and product packaging.

✓

Low touch — Enable remote troubleshooting, optimization services, and more connected systems to improve and reduce environmental impact of maintenance practices.

✓

Circular economy — Reuse, refurbish, or recycle end-of-life equipment and materials.

In 2022, we also continued to collect and evaluate our scope 1 and 2 greenhouse gas (“GHG”) emissions inventory and continued to benchmark our operations in an effort to establish internal plans to reduce our greenhouse gas emissions and the waste footprint of our own operations, in addition to helping reduce our customers’ impacts on the environment through our solutions.

✓

Positive Contributions. We believe in making positive contributions to the communities and societies where we live and work. In 2022, we, together with our employees and their families, supported various organizations and activities within their local communities all around the world, whether by providing volunteer services or monetary donations, including but not limited to, the Special Olympics, STEM education programs, PCs for People, American Heart Association, cancer research organizations, meal services for those in need, the Treedom Project and other environmental impact projects, and providing educational supplies and classroom space to youth.

✓

Good Leadership. We believe in taking care of our people and their families. As further described in the “Compensation Discussion and Analysis” below, our Compensation Committee demonstrated strong leadership by recognizing and rewarding our management team’s strong performance in delivering transformative results despite the global supply chain challenges and inflationary pressures by paying bonuses to NEOs for 2022. Further, bonuses to non-executive employees were paid to eligible employees based upon company and individual performance in order to recognize successful performance and to maximize the retention of our key non-executive employees who helped us implement and deliver against our strategic framework and navigate us through operational and supply chain challenges in 2022.

✓

Development. We accelerated career development through implementation of early career hiring through locally tailored programs. Additionally, we appointed two women to leadership positions with our organization, one to our Board of Directors and another to a c-level position within our organization.


4 ^\|				- 2023 Proxy Statement

✓

Safety. We employ a sophisticated global occupational health and safety management system designed to monitor, track and improve processes and procedures to enhance employee safety. Utilizing this system to enable continual improvement in our safety programs, we achieved greater than a 20% year-over-year reduction in recordable injuries under total recordable incident rate tracking. Additionally, we have dedicated environmental, health and safety personnel for each of our facilities and service regions, as well as on-site medical care at most of our manufacturing facilities.

✓

Pandemic Response. We continued to act responsibly in response to the COVID-19 pandemic and in our resulting interactions with clients, employees and government entities. Throughout 2022, we regularly updated workplace safety protocols (e.g., face coverings, social distancing, and cleaning) to meet changing guidance from health authorities and to align with local pandemic conditions and legislative requirements.

- 2023 Proxy Statement ^| 5

GENERAL INFORMATION

We are making this proxy statement available to our stockholders on or about April 28, 2023 in connection with the solicitation of proxies by our Board of Directors for the Annual Meeting, which will be held on June 14, 2023 at 11:00 a.m. (Eastern Time), via live webcast at the following address www.virtualshareholdermeeting.com/VRT2023. The Annual Meeting will be completely virtual. You may attend the Annual Meeting and vote your shares electronically during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/VRT2023. You will need the 16-digit control number that is printed on your proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials, to enter the Annual Meeting. Vertiv recommends that you log in 15 minutes before the meeting to ensure you are logged in when the Annual Meeting starts. Please note that you will not be able to attend the Annual Meeting in person. Below are answers to common questions stockholders may have about the Annual Meeting. Our fiscal year ends on December 31.

We have one class of outstanding common stock, our Class A common stock, which has one vote per share. Shares of our common stock generally vote together as a single class on all matters submitted to a vote of our stockholders.

What information is included in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, our Board of Directors, Board Committees and corporate governance matters, the compensation of current directors and certain executive officers for the year ended December 31, 2022, and other information.

What are the Proxy Materials?

The “Proxy Materials” are this proxy statement and our annual report to stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (referred to herein as the “Form 10-K”).

Why did I receive a one-page notice in the mail regarding the Internet availability of the Proxy Materials instead of a full set of the Proxy Materials?

Pursuant to rules adopted by the Securities and Exchange Committee (“SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we have elected to furnish our Proxy Materials via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders. All stockholders will have the ability to access the Proxy Materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive an electronic copy or printed set of the Proxy Materials. Instructions on how to access the Proxy Materials over the Internet or to request an electronic copy or printed copy may be found in the Notice of Internet Availability of Proxy Materials. In addition, stockholders may request to receive the Proxy Materials in printed form by mail or electronically by email on an ongoing basis.

What items will be voted on at the Annual Meeting and how does the Board of Directors recommend that I vote?

There are three proposals to be voted on at the Annual Meeting:

1.	Election of Directors: elect eleven directors to our Board of Directors for a term of one year expiring at the annual meeting of stockholders to be held in 2024 and until such director’s successor has been duly elected and qualified;

2.	Say-on-Pay: approve, on an advisory basis, the compensation of our named executive officers as disclosed in the accompanying proxy statement; and

3.	Independent Auditor: ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

The Board of Directors recommends that you vote FOR each nominee in proposal 1, and FOR each of proposals 2 and 3.

Our bylaws provide advance notice procedures for stockholders seeking to bring business before our Annual Meeting, or to nominate candidates for election as directors at any meeting of stockholders. We have not received any such proposals. We do not anticipate any other matters will come before the Annual Meeting. If any other matter comes before the Annual Meeting, the proxy holders appointed by our Board of Directors will have discretion to vote on those matters.

Who may vote at the meeting?

Holders of Class A common stock, together as a single class, as of the close of business on April 17, 2023, the Record Date, may vote at the Annual Meeting.


6 ^\|				- 2023 Proxy Statement

How many votes do I have?

As of the Record Date, there were 379,711,469 shares of Class A common stock outstanding. Holders of Class A common stock are entitled to one vote per share of Class A common stock held as of the Record Date.

What vote is required for each proposal?

For proposal 1, the election of directors, each director must be elected by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. This means that the eleven nominees receiving the largest number of “FOR” votes will be elected as directors.

Proposal 2, the approval, on an advisory basis, of the compensation of our named executive officers, proposal 3, the ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and any other proposals that may properly come before the Annual Meeting must be approved by the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy and entitled to vote thereon.

How are abstentions and broker non-votes counted?

Abstentions (shares present at the meeting in person or by proxy that are voted “abstain”) and broker non-votes (explained below) are counted for the purpose of establishing the presence of a quorum but are not counted as votes cast in respect of proposals 1, 2 and 3 to be voted on at the Annual Meeting, and as a result, have no impact on those proposals.

What constitutes a “quorum”?

The holders of a majority of the voting power of the shares of Class A common stock issued, outstanding and entitled to vote, either in person or represented by proxy, constitute a quorum.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

•

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are a stockholder of record.

•

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are a beneficial owner of shares held in street name. The organization holding your account is considered the stockholder of record. As a beneficial owner, you have the right to direct the organization holding your account on how to vote the shares you hold in your account.

How do I vote?

•

Vote by Internet. Visit www.proxyvote.com to vote via the Internet. Stockholders of record may submit proxies over the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials or, if printed copies of the Proxy Materials were requested, the instructions on the printed proxy card. Most beneficial stockholders may vote by accessing the website specified on the voter instruction forms provided by their brokers, trustees, banks, or other nominees. Please check your voter instruction form for Internet voting availability.

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Vote by Telephone. Call toll-free 1-800-690-6903 in the United States or from foreign countries from any touch-tone telephone and follow the instructions. Stockholders of record may submit proxies using any touch-tone telephone from within the United States by following the instructions on the Notice of Internet Availability of Proxy Materials or, if printed copies of the Proxy Materials were requested, the instructions on the printed proxy card. Most beneficial owners may vote using any touch-tone telephone from within the United States by calling the number specified on the voter instruction forms provided by their brokers, trustees, banks or other nominees.

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