PROPOSAL 2: ADVISORY VOTE ON MERGER-RELATED EXECUTIVE
COMPENSATION ARRANGEMENTS
COMPENSATION ARRANGEMENTS
The Merger-Related Compensation Proposal
Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide our stockholders with the opportunity to vote to approve, on an advisory non-binding basis, the payment of certain compensation that will or may become payable to the named executive officers of Activision Blizzard in connection with the merger, as disclosed in the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — The Merger — Interests of the Non-Employee Directors and Executive Officers of Activision Blizzard in the Merger — Golden Parachute Compensation” beginning on page .
We are asking our stockholders to approve, on an advisory basis, a resolution relating to the compensation that will or may become payable by Activision Blizzard to the named executive officers of Activision Blizzard in connection with the merger. Any compensation that may be provided to Activision Blizzard’s named executive officers by Microsoft after the closing is not subject to this advisory, non-binding vote.
The Activision Blizzard Board of Directors encourages you to review carefully the named executive officer merger-related compensation information disclosed in this proxy statement. The Activision Blizzard Board of Directors unanimously recommends that you vote “FOR” the following resolution:
“RESOLVED, that the stockholders of Activision Blizzard, Inc. approve, on a non-binding, advisory basis, the compensation that will or may become payable to Activision Blizzard’s named executive officers that is based on or otherwise relates to the merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled ‘Proposal 1: Adoption of the Merger Agreement — The Merger — Interests of the Non-Employee Directors and Executive Officers of Activision Blizzard in the Merger — Golden Parachute Compensation’ in Activision Blizzard’s proxy statement for the special meeting.”
Stockholders should note that this proposal is not a condition to completion of the merger, and, as an advisory vote, the result will not be binding on Activision Blizzard, the Activision Blizzard Board of Directors or Microsoft. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the merger is consummated, our named executive officers will be entitled to receive the compensation that is based on or otherwise relates to the merger in accordance with the terms and conditions applicable to those payments.
Vote Required and Board of Directors Recommendation
Approval of the merger-related compensation proposal requires the affirmative vote of a majority of the voting power of the shares of Activision Blizzard common stock entitled to vote which are present, in person or by proxy, provided a quorum is present.
If you are present at the special meeting in person or by proxy and abstain from voting or otherwise do not vote, it will have the same effect as a vote “AGAINST” the merger-related compensation proposal. If you are not present at the special meeting in person or by proxy, your shares of Activision Blizzard common stock will not be counted as voting power present for purposes of voting on the merger-related compensation proposal, and therefore will have no effect on the merger-related compensation proposal. Broker non-votes will have the same effect as not being present at the special meeting, and therefore will have no effect on the merger-related compensation proposal (assuming a quorum is present).
The Activision Blizzard Board of Directors unanimously recommends that you vote “FOR” the merger-related compensation proposal.
