Twitter Announces Adjournment of 2021 Annual Meeting of Stockholders With Respect to Board Declassification Proposal

Rhea-AI Summary

Twitter, Inc. (NYSE: TWTR) convened its Annual Meeting of Stockholders on May 27, 2021, addressing all business items except for Proposal 5 regarding the declassification of the Board of Directors. The Board believes it is essential to allow more time for stockholders to vote on this significant amendment and has recommended an adjournment. The meeting will reconvene on June 24, 2021, solely to discuss this Proposal, which is close to achieving the required affirmative votes. Twitter continues to solicit proxies to enhance stockholder participation.

Positive

• 99% of votes submitted so far are in favor of Proposal 5.
• The adjournment allows more time for stockholders to participate in the vote.

Negative

• None.

SAN FRANCISCO, May 27, 2021 /PRNewswire/ -- Twitter, Inc. (NYSE: TWTR) announced that today it convened its Annual Meeting of Stockholders ("Annual Meeting") as scheduled and considered all items of business with the exception of Proposal 5, the proposed amendment to its certificate of incorporation to declassify the Twitter Board of Directors as set forth in the Company's Proxy Statement (the "Proposal").

The Nominating and Corporate Governance Committee, on behalf of the Twitter Board, believes it is in stockholders' best interest to extend the opportunity for stockholders to vote on this important matter and therefore recommended an adjournment to allow additional time for stockholders to submit proxies with respect to the Proposal. The Annual Meeting will be reconvened on June 24, 2021 at 10:00 am PT (the "Reconvened Annual Meeting"). The sole matter of business before the Reconvened Annual Meeting will be the Proposal.

Being within 6% of the affirmative votes required for the Proposal to pass, and with 99% of the votes submitted so far voting in favor, the Twitter Board has determined to leave voting for the Proposal open. The number of shares required for approval exceeds the number of shares typically represented at Twitter's annual meetings, and the Board recognized that allowing additional time for stockholders to participate in the vote could better represent their interests. 

Twitter will continue to solicit proxies from stockholders with respect to the Proposal, and electronic voting platforms are expected to remain open. The Board recommends that stockholders vote "FOR" the Proposal. The Record Date for determining stockholders eligible to vote on the Proposal remains April 5, 2021. 

Twitter encourages any eligible stockholder that has not yet voted their shares or provided voting instructions to their broker or other record holders to do so promptly. If a stockholder has previously submitted its proxy and does not wish to change its vote, no further action is required. Stockholders who need help voting their shares may call Twitter's proxy solicitor, Innisfree M&A Incorporated, at (877) 750-8338 (toll-free in the U.S. and Canada) or +1 (412) 232-3651 (from other locations). 

The Company expects to file the voting results regarding the other proposals considered today at the Annual Meeting on a Form 8-K with the Securities & Exchange Commission on May 28, 2021.

About Twitter, Inc.
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Contacts

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SOURCE Twitter, Inc.

FAQ

What is Proposal 5 in Twitter's 2021 Annual Meeting?

Proposal 5 concerns the declassification of Twitter's Board of Directors.

When will Twitter reconvene its Annual Meeting of Stockholders?

Twitter will reconvene the Annual Meeting on June 24, 2021, at 10:00 am PT.

What percentage of votes are in favor of Proposal 5 for Twitter?

99% of the submitted votes are in favor of Proposal 5.

How can stockholders vote on Twitter's Proposal 5?

Stockholders can vote electronically as Twitter continues to solicit proxies.

What is the Record Date for voting on Twitter's Proposal 5?

The Record Date for eligible stockholders to vote is April 5, 2021.