PROPOSAL 3: ADJOURNMENT OF THE SPECIAL MEETING
The Adjournment Proposal
We are asking you to approve a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, for the purpose of soliciting additional proxies to vote in favor of the proposal to adopt the merger agreement. If our stockholders approve the adjournment proposal, we could adjourn the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that previously returned properly executed proxies voting against the proposal to adopt the merger agreement. Among other things, the adjournment proposal could mean that, even if we had received proxies representing a sufficient number of votes against the proposal to adopt the merger agreement such that the proposal to adopt the merger agreement would be defeated, we could adjourn the special meeting without a vote on the proposal to adopt the merger agreement and seek to convince the holders of those shares to change their votes to votes in favor of the proposal to adopt the merger agreement. Additionally, whether or not there is a quorum, the presiding person of the special meeting has the power to adjourn the special meeting from time to time until a quorum is present.
Vote Required and Board of Directors Recommendation
The approval of the adjournment 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 adjournment 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 adjournment proposal, and therefore will have no effect on the adjournment 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 adjournment proposal (assuming a quorum is present).
The Activision Blizzard Board of Directors unanimously recommends that you vote “FOR” the adjournment proposal.
