Amendment to increase authorized shares of common stock to 2.5 billion

The matter

Holders are asked to approve Amendment No. 2 to the Third Amended and Restated Certificate of Incorporation raising the number of authorized shares of Class A common stock to 2,500,000,000. The amendment is not a condition to the CEO performance award. The company expects the NYSE to treat this item as routine for broker voting.

Standard at the meeting

At least a majority of the outstanding shares of common stock entitled to vote

An abstention

counts as a vote against

A broker non-vote

not stated

Routine for brokers

yes

Read from that filing/where the two differ, the filing governs/the board recommendation is context and changes no record

Intent, not a shareholder vote/weights are re-read at the cutoff, and can only fall