We are furnishing this proxy statement to the holders of Citrix common stock as part of the solicitation of proxies by the Citrix Board for use at the Special Meeting and at any adjournments or postponements thereof.
The Special Meeting will be held virtually on Thursday, April 21, 2022, at 8:00 a.m. Eastern time. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/CTXS2022SM, where you, or your proxy, will be able to vote electronically and examine the list of stockholders entitled to vote at the Special Meeting. Citrix is conducting the Special Meeting solely online via the Internet through a live webcast and online stockholder tools. We continue to use the virtual meeting format to facilitate stockholder attendance and participation by leveraging technology to communicate more effectively and efficiently with our stockholders.
Purpose of the Special Meeting
At the Special Meeting, holders of Citrix common stock will be asked to consider and vote on the following proposals:
| • | a proposal to adopt the Merger Agreement (referred to as the “merger proposal”); |
| • | a proposal to approve, on an advisory, non-binding basis, the specified compensation that may be paid or become payable to Citrix’s named executive officers in connection with the Merger (referred to as the “compensation proposal”); and |
| • | a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (referred to as the “adjournment proposal”). |
A copy of the Merger Agreement is attached as Annex A to this proxy statement.
Recommendation of the Citrix Board
After careful consideration, the Citrix Board: (1) declared that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement were advisable and in the best interests of the Company’s stockholders; (2) approved the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement; and (3) recommended the adoption of the Merger Agreement to the stockholders of the Company. Accordingly, the Citrix Board recommends a vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.
For a discussion of the material factors that the Citrix Board considered in determining to recommend the adoption of the Merger Agreement, please see the section of this proxy statement titled “The Merger—Reasons for the Merger; Recommendation of the Citrix Board.”
Record Date and Stockholders Entitled to Vote
Only holders of Citrix common stock of record as of the close of business on March 8, 2022, the record date for the Special Meeting, are entitled to receive notice of and to vote the shares of Citrix common stock they held on the record date at the Special Meeting. As of the close of business on the record date, 125,913,152 shares of Citrix common stock were issued and outstanding and entitled to be voted at the Special Meeting. On each of the proposals presented at the Special Meeting, each holder of Citrix common stock is entitled to one vote for each share of Citrix common stock held by such stockholder on the record date. The adoption of the Merger Agreement by the holders of Citrix common stock requires the affirmative vote of stockholders holding a majority of the outstanding shares of Citrix common stock entitled to vote thereon as of the close of business on the record date.
A list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder for any purpose germane to the Special Meeting beginning ten days prior to the Special Meeting and ending on the date of the Special Meeting via the Internet at www.virtualshareholdermeeting.com/CTXS2022SM. Such list will also be available on-line at the Special Meeting during the webcast of the meeting.
The representation in person or by proxy of at least a majority of the outstanding shares of Citrix common stock entitled to vote at the Special Meeting, or 62,956,577 shares of Citrix common stock, is necessary to constitute a quorum for the transaction of business. If a quorum shall fail to attend the Special Meeting, the chairman of the meeting or the holders of a majority of the voting power of the shares of Citrix common stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time. The inspector of election appointed for the Special Meeting will determine whether a quorum is present. The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum.
If a beneficial owner of shares of Citrix common stock held in “street name” by a bank, broker or other nominee does not provide the organization that holds its shares with specific voting instructions, then, under applicable rules, the organization that holds its shares may generally vote on “discretionary” matters but cannot vote on “non-discretionary” matters. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of relevant shares. Citrix does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of Citrix common stock at the Special Meeting without receiving instructions. Failure to instruct your bank, broker or other nominee as to how to vote your shares of Citrix common stock will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.
If a quorum is not present, the only business that can be transacted at the Special Meeting is the adjournment or postponement of the meeting to another date or time.
Adoption of the Merger Proposal
The approval of the merger proposal requires the affirmative vote of stockholders holding a majority of the outstanding shares of Citrix common stock entitled to vote as of the close of business on the record date. 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 the same effect as a vote “AGAINST” the merger proposal.
Under the Merger Agreement, stockholder approval of the merger proposal is a condition to the consummation of the Merger.
Approval of the Compensation Proposal
Assuming a quorum is present, the approval of the compensation proposal, on an advisory, non-binding basis, requires the affirmative vote of a majority of shares of Citrix common stock present, in person or represented by proxy, and voting on such matter. 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 to adopt the Merger Agreement. Because the vote on the compensation proposal is advisory only, it will not be binding on Citrix, the Citrix Board, Parent or the surviving corporation. Accordingly, because Citrix is contractually obligated to pay the compensation, if the Merger Agreement is adopted by the holders of Citrix common stock and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory, non-binding vote.
Approval of the Adjournment Proposal
The approval of the adjournment proposal requires the affirmative vote of a majority of shares of Citrix common stock present, in person or represented by proxy, and voting on such matter. 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 adjournment proposal.
The vote on the adjournment proposal is a vote separate and apart from the vote to adopt the Merger Agreement. The Company does not intend to call a vote on this proposal if the merger proposal is approved at the Special Meeting.
Tabulation of Votes; Results
The Company will retain an independent party to receive and tabulate the proxies and ballots, and to serve as the inspector of election to certify the results of the Special Meeting.
Whether or not you plan to attend the Special Meeting virtually and regardless of the number of shares of Citrix common stock you own, your careful consideration of, and vote on, the Merger Agreement is important and we encourage you to vote promptly.
To ensure that your shares of Citrix common stock are voted at the Special Meeting, we recommend that you promptly submit your proxy, even if you plan to attend the Special Meeting virtually, using one of the following three methods:
| • | Vote via the Internet. Follow the instructions for Internet voting shown on the proxy card mailed to you. |
| • | Vote by Telephone. Follow the instructions for telephone voting shown on the proxy card mailed to you. |
| • | Vote by Proxy Card. Complete, sign, date and return the enclosed proxy card by mail in the prepaid reply envelope. |
The Internet and telephone voting procedures are designed to authenticate your identity and to allow you to vote your shares of Citrix common stock for the matters brought before the Special Meeting as described in this proxy statement and confirm that your proxy has been properly recorded.
Votes submitted by telephone or via the Internet for the matters brought before the Special Meeting as described in this proxy statement must be received by 11:59 p.m., Eastern time, on April 20, 2022.
If you submit your proxy via the Internet, by telephone or by completing, signing and returning the enclosed proxy card by mail, the persons named as proxies will vote your shares according to your instructions. If you are a stockholder with shares of Citrix common stock registered in your name and submit your proxy but do
not direct the persons named as proxies how to vote your shares on a proposal to be brought before the Special Meeting, the persons named as proxies will vote your shares in favor of the merger proposal, the compensation proposal and the adjournment proposal.
If you are a beneficial owner of shares of Citrix common stock held in “street name” by a bank, broker or other nominee, you must follow the instructions from your bank, broker or other nominee in order to vote your shares. If you follow the instructions from your bank, broker or other nominee for voting your shares, then your bank, broker or other nominee will vote your shares according to your instructions. Under applicable rules, your bank, broker or other nominee has authority to vote your shares only if you provide instructions on how to vote by properly completing the voting instruction form sent to you by your bank, broker or other nominee with this proxy statement. If you do not provide voting instructions to your bank, broker or other nominee on a proposal to be brought before the Special Meeting, your shares will not be voted on that proposal, and if you do not provide voting instructions on any of the proposals to be brought before the Special Meeting, your shares will not be deemed to be in attendance at the meeting.
If you are a stockholder with shares of Citrix common stock registered in your name, you may revoke your proxy at any time prior to the time it is voted by:
| • | filing with our Secretary a written notice of revocation bearing a later date than the proxy; |
| • | properly casting a new vote via the Internet or by telephone at any time before the closure of the Internet or telephone voting facilities described under “The Special Meeting – Voting Procedures”; |
| • | duly completing a later-dated proxy relating to the same shares and delivering it to our Secretary; or |
| • | attending the Special Meeting online and voting electronically during the meeting (although attendance at the Special Meeting will not in and of itself constitute a revocation of a proxy). |
Any written notice of revocation or subsequent proxy should be sent so as to be delivered to our offices at Citrix Systems, Inc., 15 Network Drive, Burlington, MA 01803, Attention: Corporate Secretary, before the taking of the vote at the Special Meeting. If you want to revoke your proxy by sending a new proxy card or an instrument revoking the proxy to the Company, you should ensure that you send your new proxy card or instrument revoking the proxy in sufficient time for it to be received by the Company prior to the Special Meeting.
If you are a beneficial owner of shares of Citrix common stock held in “street name,” you must contact your bank, broker or other nominee to change your vote or obtain a legal proxy to vote your shares electronically at the Special Meeting.
The Special Meeting will be held virtually via www.virtualshareholdermeeting.com/CTXS2022SM. There will be no physical location for stockholders to attend. You will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/CTXS2022SM and using the 16-digit control number included in your proxy materials.
| • | Stockholders of record: If you are a stockholder of record, in order to participate in the Special Meeting, you will need your 16-digit control number included on the proxy notice, proxy card or the voting instruction form previously distributed to you. If you are a stockholder of record, you may vote electronically during the Special Meeting by following the instructions available on www.virtualshareholdermeeting.com/CTXS2022SM. |
| • | Stockholders holding shares in “street” name: If your shares are held in “street name” through a brokerage firm, bank, trust or other similar organization and you do not have a 16-digit control number, |
| in order to participate in the Special Meeting, you must first obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of Citrix common stock you held as of the record date, your name and email address. If you hold your Citrix common stock in “street name,” you must obtain the appropriate documents from your broker, bank, trustee, or nominee, giving you the right to vote the shares at the Special Meeting. |
Instructions on how to attend and participate in the Special Meeting via the webcast are posted at www.virtualshareholdermeeting.com/CTXS2022SM.
You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We will offer live technical support for all stockholders attending the meeting. Technical support phone numbers will be available on the virtual-only meeting platform at www.virtualshareholdermeeting.com/CTXS2022SM.
If you hold your Citrix common stock in “street name,” you must obtain the appropriate documents from your broker, bank, trustee, or nominee, giving you the right to vote the shares at the Special Meeting. For beneficial owners of shares of Citrix common stock held in “street name,” in addition to providing identification as outlined for record holders above, you will need a legal proxy from your broker or a recent brokerage statement or letter from your broker reflecting your stock ownership as of the record date. Please note, however, that unless you have a legal proxy from your bank, broker or other nominee, you will not be able to vote any shares held in “street name” virtually at the Special Meeting. Please note that even if you plan to attend the Special Meeting, we recommend that you vote by Internet, telephone or by mail, using the enclosed proxy card in advance, to ensure that your shares will be represented.
Solicitation of Proxies
The Citrix Board is soliciting proxies for the Special Meeting from its stockholders. The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request banks, brokers and other nominees to solicit their customers who have Citrix common stock registered in their names and will, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice. We may also use the services of our directors, officers and other employees to solicit proxies, personally, by telephone or by electronic means, without additional compensation. In addition, the Company has retained MacKenzie Partners, Inc. to solicit stockholder proxies at a total cost to the Company of approximately $37,500 plus reasonable expenses. We have also agreed to indemnify MacKenzie Partners, Inc. against certain losses, damages and expenses.
The Special Meeting may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under our Amended and Restated By-laws by the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to act as Secretary of such meeting. Under our Amended and Restated By-laws, notice need not be given of any such adjournment of less than 30 days if the time and place thereof are announced at the meeting at which the adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned special meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present virtually and vote at such adjourned meeting will be given to each stockholder of record entitled to receive notice of or to vote at the meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the time such proxies are voted at the reconvened meeting.
The adjournment proposal set forth in this proxy statement relates only to an adjournment of the Special Meeting for purposes of soliciting additional proxies to obtain the requisite stockholder approval to adopt the Merger Agreement. Citrix retains full authority to the extent set forth in its Amended and Restated By-laws and Delaware law to adjourn the Special Meeting for any other purpose, or to postpone the Special Meeting before it is convened, without the consent of any Citrix stockholder.
Voting by Company Directors and Executive Officers
As of the record date for the Special Meeting, the directors and executive officers of Citrix beneficially owned in the aggregate approximately 508,490 shares of Citrix common stock, or approximately 0.4% of the outstanding shares of Citrix common stock. Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of their respective shares of Citrix common stock (1) “FOR” the adoption of the Merger Agreement, (2)“FOR” the compensation proposal, and (3) “FOR” the adjournment proposal.
Certain of the Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, those of the Company’s stockholders generally. For more information, please see the section of this proxy statement titled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”
In connection with the execution of the Merger Agreement, Elliott Associates, L.P. (“Elliott Associates”) and Elliott International, L.P. (“Elliott International” and, together with Elliott Associates, the “Elliott Funds”) have entered into a voting agreement with the Company (the “Voting Agreement”). Subject to its terms, the Voting Agreement obligates the Elliott Funds to, among other things, vote shares of Citrix common stock beneficially owned by the Elliott Funds in favor of the adoption of the Merger Agreement and, subject to certain exceptions, not transfer any shares of Citrix common stock prior to the termination of the Voting Agreement. The Voting Agreement will terminate upon the earliest to occur of (1) the effective time of the Merger, (2) the termination of the Merger Agreement in accordance with its terms, and (3) the termination of the Voting Agreement by the mutual written consent of the parties to that agreement.
As of the close of business on the record date, the Elliott Funds in the aggregate beneficially owned approximately 1,200,000 shares, representing approximately 1% of the outstanding shares entitled to vote at the Special Meeting. In addition, the Elliott Funds hold derivative positions with respect to 14,290,969 shares of Citrix common stock representing economic exposure to approximately 11% of outstanding shares of Citrix common stock. The derivative positions provide the Elliott Funds with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares.
See the section entitled “Voting Agreement,” beginning on page 97, for further information.
If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Citrix’s proxy solicitor:
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Stockholders may call toll free: 1 (800) 322-2885
Banks and Brokers may call collect: 1 (212) 929-5500
