PROPOSAL 2: APPROVAL OF THE COMPENSATION ADVISORY PROPOSAL
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 14a-21(c) under the Exchange Act, Citrix is required to submit a proposal to our stockholders to approve, on an advisory, non-binding basis, the “golden parachute” compensation payments that will or may be made by Citrix to its named executive officers in connection with the Merger. This proposal, commonly known as a “say on golden parachute” proposal, gives shareholders the opportunity to vote on an advisory, non-binding basis on the “golden parachute” compensation payments that will or may be paid by Citrix to its named executive officers in connection with the Merger.
The “golden parachute” compensation that Citrix’s named executive officers may be entitled to receive from Citrix in connection with the Merger is summarized in the table that appears in the section of this proxy statement titled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger—Quantification of Payments and Benefits.” Such summary, in table form, includes the compensation and benefits that may or will be paid by Citrix to its named executive officers in connection with the Merger.
The Citrix Board encourages you to review carefully the “golden parachute” compensation information disclosed in this proxy statement.
The Citrix Board unanimously recommends that the stockholders of Citrix approve the following resolution:
“RESOLVED, that the stockholders approve, on an advisory (non-binding) basis, the compensation that will or may become payable by Citrix to its named executive officers in connection with the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K in the Quantification of Payments and Benefits table and the related narrative disclosures.”
The approval of the compensation proposal requires the affirmative vote of a majority of the shares of Citrix common stock present, in person or represented by proxy, and voting on such matter. Abstentions and broker non-votes will not count as votes cast on the compensation proposal. Accordingly, shares deemed not in attendance at the Special Meeting (whether due to a record holder’s failure to vote or a “street name” holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee), abstentions and broker non-votes will have no effect on the outcome of the compensation proposal.
The vote on the compensation proposal is a vote separate and apart from the vote on the merger proposal. Since the vote on the compensation proposal is advisory only, it will not be binding on either Parent or Citrix. Accordingly, if the merger proposal is approved and the Merger is consummated, the compensation payments that are contractually required to be paid by Citrix to its named executive officers will or may be paid, subject only to the conditions applicable thereto, regardless of the outcome of the advisory (non-binding) vote of the holders of Citrix common stock.
The Citrix Board recommends a vote “FOR” the approval of the advisory, non-binding compensation proposal.
