The following questions and answers address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that are important to you. We encourage you to carefully read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents we refer to in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the section of this proxy statement captioned "Where You Can Find More Information."
Q: Why am I receiving these materials?
A: On June 11, 2016, LinkedIn entered into the merger agreement providing for the merger of Merger Sub with and into LinkedIn, pursuant to which LinkedIn will survive the merger as a wholly owned subsidiary of Microsoft. A copy of the merger agreement is attached to this proxy statement as Annex A and is incorporated by reference herein. In order to complete the merger, LinkedIn stockholders must vote to adopt the merger agreement at the special meeting. The approval of this proposal by our stockholders is a condition to the consummation of the merger. See the section of this proxy statement captioned "The Merger Agreement—Conditions to the Closing of the Merger." The LinkedIn Board is furnishing this proxy statement and form of proxy card to the holders of shares of common stock in connection with the solicitation of proxies to be voted at the special meeting.
Q: What am I being asked to vote on at the special meeting?
A: You are being asked to vote on the following proposals:
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- to adopt the merger agreement pursuant to which Merger Sub will merge with and into LinkedIn, and LinkedIn will become a
wholly owned subsidiary of Microsoft;
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- to approve the adjournment of 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; and
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- to approve, by non-binding, advisory vote, compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger.
Q: When and where is the special meeting?
A: The special meeting will take place on August 19, 2016, at the Computer History Museum, 1401 N. Shoreline Blvd., Mountain View, CA 94043, at 10:30 a.m., Pacific time.
Q: Who is entitled to vote at the special meeting?
A: LinkedIn stockholders as of the close of business on July 18, 2016, which is the record date for the special meeting, are entitled to notice of the special meeting and to vote at the special meeting. As of the close of business on the record date, there were 119,167,595 shares of Class A common stock and 15,559,383 shares of Class B common stock outstanding and entitled to vote at the special meeting. Each share of Class A common stock is entitled to one vote per share on each matter properly brought before the special meeting and each share of Class B common stock is entitled to 10 votes per share on each matter properly brought before the special meeting. The Class A common stock and Class B common stock are voting as a single class on the proposals to be considered at the special meeting.
Q: May I attend the special meeting and vote in person?
A: Yes. Subject to the requirements described in this proxy statement, all LinkedIn stockholders as of the record date may attend the special meeting and vote in person. Seating will be limited. Stockholders will need to present proof of ownership of shares of common stock, such as a bank or brokerage account statement, and a form of personal identification to be admitted to the special meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting.
Even if you plan to attend the special meeting in person, to ensure that your shares will be represented at the special meeting we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone. If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy previously submitted.
If you hold your shares in "street name," you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the merger agreement, without your instructions. If you hold your shares in "street name," you may not vote your shares in person at the special meeting unless you obtain a "legal proxy" from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.
Q: What is the proposed merger and what effects will it have on LinkedIn?
A: The proposed merger is the acquisition of LinkedIn by Microsoft. If the proposal to adopt the merger agreement is approved by LinkedIn stockholders and the other closing conditions under the merger agreement are satisfied or waived, Merger Sub will merge with and into LinkedIn, with LinkedIn continuing as the surviving corporation. As a result of the merger, LinkedIn will become a wholly owned subsidiary of Microsoft, and our Class A common stock will no longer be publicly traded and will be delisted from the NYSE. In addition, our Class A common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC.
Q: What will I receive if the merger is completed?
A: Upon completion of the merger, you will be entitled to receive the per share merger consideration of $196.00 in cash, without interest and less any applicable withholding taxes, for each share of common stock that you own, unless you have properly exercised and not validly withdrawn or subsequently lost your appraisal rights under the DGCL. For example, if you own 100 shares of common stock, you will receive $19,600.00 in cash in exchange for your shares of common stock, less any applicable withholding taxes.
Q: How does the per share merger consideration compare to the market price of the Class A common stock prior to the public announcement of the merger agreement?
A: The per share merger consideration represents a premium of approximately 49.5% over the closing price of the Class A common stock on June 10, 2016, the last trading day prior to the public announcement of the merger agreement.
Q: What do I need to do now?
A: We encourage you to read this proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement carefully and consider how the merger affects you. Then, even if you expect to attend the special meeting, sign, date and return, as promptly as
possible, the enclosed proxy card in the accompanying prepaid reply envelope, or grant your proxy electronically over the internet or by telephone, so that your shares can be voted at the special meeting. If you hold your shares in "street name," please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your shares. Please do not send your stock certificates with your proxy card.
Q: Should I send in my stock certificates now?
A: No. After the merger is completed, you will receive a letter of transmittal containing instructions for how to send your stock certificates or surrender your book-entry shares to the paying agent in order to receive the appropriate cash payment for the shares of common stock represented by your stock certificates. You should use the letter of transmittal to exchange your stock certificates or book-entry shares for the cash payment to which you are entitled. Please do not send your stock certificates with your proxy card.
Q: What happens if I sell or otherwise transfer my shares of common stock after the record date but before the special meeting?
A: The record date for the special meeting is earlier than the date of the special meeting and the date the merger is expected to be completed. If you sell or transfer your shares of common stock after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies LinkedIn in writing of such special arrangements, you will transfer the right to receive the per share merger consideration, if the merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the special meeting. Even if you sell or otherwise transfer your shares of common stock after the record date, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone.
Q: How does the LinkedIn Board recommend that I vote?
A: The LinkedIn Board unanimously recommends that you vote (1) "FOR" the adoption of the merger agreement; (2) "FOR" the adjournment of 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; and (3) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger.
Q: Why am I being asked to cast a non-binding, advisory vote to approve compensation that will or may become payable by LinkedIn to its named executive officers in connection with the merger?
A: SEC rules require LinkedIn to seek a non-binding, advisory vote to approve compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger.
Q: What is the compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger for purposes of this advisory vote?
A: The compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger is certain compensation that is tied to or based on the merger and payable to certain of LinkedIn's named executive officers pursuant to underlying plans and
arrangements that are contractual in nature. Compensation that will or may become payable by Microsoft to our named executive officers in connection with the merger is not subject to this advisory vote. For further detail, see the section of this proxy statement captioned "Proposal 3: Advisory, Non-Binding Vote to Approve Certain Merger-Related Executive Compensation Arrangements."
Q: What will happen if LinkedIn stockholders do not approve the compensation that will or may become payable by LinkedIn to its named executive officers in connection with the merger?
A: Approval of the compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger is not a condition to completion of the merger. The vote to approve the compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger is an advisory vote and will not be binding on LinkedIn or Microsoft. Accordingly, if the merger agreement is adopted by LinkedIn stockholders and the merger is completed, the compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger will or may be paid to LinkedIn's named executive officers even if LinkedIn stockholders do not approve such compensation.
Q: What happens if the merger is not completed?
A: If the merger agreement is not adopted by LinkedIn stockholders or if the merger is not completed for any other reason, LinkedIn stockholders will not receive any payment for their shares of common stock. Instead, (1) LinkedIn will remain an independent public company; (2) our Class A common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act; and (3) we will continue to file periodic reports with the SEC.
Under specified circumstances, LinkedIn will be required to pay Microsoft a termination fee of $725 million upon the termination of the merger agreement, as described in the section of this proxy statement captioned "The Merger Agreement—Termination Fee."
Q: What vote is required to adopt the merger agreement?
A: The affirmative vote of the holders of a majority of the voting power of the outstanding shares of common stock entitled to vote on the proposal is required to adopt the merger agreement.
The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) vote in person by ballot at the special meeting will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement. If you hold your shares in "street name," the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement. Abstentions will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.
As a result of his ownership of approximately 53% of the voting power of the outstanding shares of common stock as of the record date, Reid Hoffman, our co-founder and Chair of the LinkedIn Board, will have the power to approve the adoption of the proposals without the vote of any other stockholder. Accordingly, if Mr. Hoffman votes his shares in favor of the proposals, the approval of the proposals is assured without the vote of any other stockholder. Mr. Hoffman has informed us that he intends to vote all of his shares of common stock "FOR" each of the proposals.
Q: What vote is required to approve any proposal to adjourn the special meeting, 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 and to approve, by non-binding, advisory vote, compensation that will or may become payable by LinkedIn to its named executive officers in connection with the merger?
A: Approval of the proposal to adjourn the special meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the special meeting and entitled to vote on the proposal. Approval, by non-binding, advisory vote, of compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the special meeting and entitled to vote on the proposal.
The failure of any stockholder of record to (1) submit a signed proxy card; (2) grant a proxy over the internet or by telephone; or (3) vote in person by ballot at the special meeting will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger. If you hold your shares in "street name," the failure to instruct your bank, broker or other nominee how to vote your shares will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger. In all cases, abstentions will have the same effect as a vote "AGAINST" the adjournment proposal and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger.
As a result of his ownership of approximately 53% of the voting power of the outstanding shares of common stock as of the record date, Reid Hoffman, our co-founder and Chair of the LinkedIn Board, will have the power to approve the adoption of the proposals without the vote of any other stockholder. Accordingly, if Mr. Hoffman votes his shares in favor of the proposals, the approval of the proposals is assured without the vote of any other stockholder. Mr. Hoffman has informed us that he intends to vote all of his shares of common stock "FOR" each of the proposals.
Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A: If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, to be the "stockholder of record." In this case, this proxy statement and your proxy card have been sent directly to you by or on behalf of LinkedIn.
If your shares are held through a bank, broker or other nominee, you are considered the "beneficial owner" of shares of common stock held in "street name." In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares in person by ballot at the special meeting unless you obtain a "legal proxy" from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.
Q: How may I vote?
A: If you are a stockholder of record (that is, if your shares of common stock are registered in your name with Computershare Trust Company, N.A., our transfer agent), there are four ways to vote:
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- by signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope;
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- by visiting the internet address on your proxy card;
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- by calling the toll-free (within the U.S. or Canada) phone number on your proxy card; or
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- by attending the special meeting and voting in person by ballot.
A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of common stock and to confirm that your voting instructions have been properly recorded when voting electronically over the internet or by telephone. Although there is no charge for voting your shares, if you vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.
Even if you plan to attend the special meeting in person, you are strongly encouraged to vote your shares of common stock by proxy. If you are a record holder or if you obtain a "legal proxy" to vote shares that you beneficially own, you may still vote your shares of common stock in person by ballot at the special meeting even if you have previously voted by proxy. If you are present at the special meeting and vote in person by ballot, your previous vote by proxy will not be counted.
If your shares are held in "street name" through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker or nominee. However, because you are not the stockholder of record, you may not vote your shares in person by ballot at the special meeting unless you obtain a "legal proxy" from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.
Q: What is a proxy?
A: A proxy is your legal designation of another person, referred to as a "proxy," to vote your shares of common stock. The written document describing the matters to be considered and voted on at the special meeting is called a "proxy statement." The document used to designate a proxy to vote your shares of common stock is called a "proxy card." Michael Callahan, our Senior Vice President, General Counsel and Secretary, and Steven Sordello, our Senior Vice President and Chief Financial Officer, with full powers of substitution and resubstitution, are the proxy holders for the special meeting.
Q: If my broker holds my shares in "street name," will my broker vote my shares for me?
A: No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the special meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares. Without instructions, your shares will not be voted on such proposals, which will have the same effect as if you voted "AGAINST" adoption of the merger agreement, but will have no effect on the adjournment proposal or the proposal to approve, by non-binding, advisory
vote, compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger.
Q: May I change my vote after I have mailed my signed and dated proxy card?
A: Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:
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- signing another proxy card with a later date and returning it to us prior to the special meeting;
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- submitting a new proxy electronically over the internet or by telephone after the date of the earlier submitted proxy;
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- delivering a written notice of revocation to our Corporate Secretary; or
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- attending the special meeting and voting in person by ballot.
If you hold your shares of common stock in "street name," you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the special meeting if you obtain a "legal proxy" from your bank, broker or other nominee giving you the right to vote your shares at the special meeting.
Q: If a stockholder gives a proxy, how are the shares voted?
A: Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares in the way that you direct.
If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted (1) "FOR" the adoption of the merger agreement; (2) "FOR" the adjournment of 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; and (3) "FOR" the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by LinkedIn to our named executive officers in connection with the merger.
Q: What should I do if I receive more than one set of voting materials?
A: Please sign, date and return (or grant your proxy electronically over the internet or by telephone) each proxy card and voting instruction form that you receive.
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.
Q: Where can I find the voting results of the special meeting?
A: If available, LinkedIn may announce preliminary voting results at the conclusion of the special meeting. LinkedIn intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the special meeting. All reports that LinkedIn files with the SEC are publicly available when filed. See the section of this proxy statement captioned "Where You Can Find More Information."
Q: Will I be subject to U.S. federal income tax upon the exchange of common stock for cash pursuant to the merger?
A: If you are a U.S. Holder (as defined under the section of this proxy statement captioned "The Merger—Material U.S. Federal Income Tax Consequences of the Merger"), the exchange of common stock for cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, which generally will require a U.S. Holder to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received by such U.S. Holder in the merger and such U.S. Holder's adjusted tax basis in the shares of common stock surrendered in the merger.
A Non-U.S. Holder (as defined in the section of this proxy statement captioned "The Merger—Material U.S. Federal Income Tax Consequences of the Merger") generally will not be subject to U.S. federal income tax with respect to the exchange of common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States.
Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under U.S. federal non-income tax laws or the laws of any state, local or foreign taxing jurisdiction. A more complete description of material U.S. federal income tax consequences of the merger is provided in the section of this proxy statement captioned "The Merger—Material U.S. Federal Income Tax Consequences of the Merger."
Q: What will the holders of company options and company stock-based awards receive in the merger?
A: Generally, at the effective time of the merger, each company option and company stock-based award that is outstanding immediately prior to the effective time of the merger that is unvested will be assumed or substituted for by Microsoft and automatically converted into a corresponding equity award representing the right to acquire, on the same material terms and conditions, an adjusted number of shares of Microsoft common stock, subject to certain exceptions. The number of shares of Microsoft common stock subject to the new equity awards will be determined by a stock award exchange ratio based on the relative value of the per share merger consideration ($196.00) and the volume weighted average price per share of Microsoft common stock for the five consecutive trading days ending with the complete trading day ending immediately prior to the closing date of the merger, with a corresponding adjustment to be made to the exercise prices of company options. Any outstanding company options or company stock-based awards that are vested, will become vested in connection with the merger, or that are designated by Microsoft as cancelled awards instead will be cancelled and converted into the right to receive an amount in cash (less any amounts required to be deducted or withheld by law) determined by multiplying $196.00 by the number of outstanding shares of LinkedIn common stock subject to the award (and in the case of company options, less applicable exercise prices).
Also, each executive officer is eligible to receive immediate vesting of 100% or 50%, as applicable, of his or her outstanding company options or company stock-based awards under his or her offer letter or change of control agreement if, within 12 months following the merger, there is an involuntary termination of employment without cause, or a constructive termination as defined in the applicable offer letter or change of control agreement and as described more fully below.
Q: What will happen to the ESPP?
A: LinkedIn's executive officers will determine the final exercise date for purposes of the ESPP. On such exercise date, LinkedIn will apply the funds credited as of such date pursuant to the ESPP within each participant's payroll withholding account to the purchase of whole shares of
LinkedIn common stock in accordance with the terms of the ESPP. Subject to the consummation of the merger, the ESPP will terminate immediately prior to and effective as of the effective time of the merger.
Pursuant to the terms of the merger agreement, the LinkedIn Board has adopted resolutions providing that each individual participating in the ESPP now will not be permitted to increase his or her payroll contribution rate pursuant to the ESPP from the rate in effect when that offering period commenced and that each individual participating in the ESPP now or in any future offering period will not be permitted to make separate non-payroll contributions to the ESPP on or following the date of the merger agreement, except as may be required by applicable law. Prior to the effective time of the merger, LinkedIn will take all actions that may be necessary to, effective upon the consummation of the merger, (1) cause any offering period that would otherwise be outstanding at the effective time of the merger to be terminated no later than one business day prior to the date on which the effective time of the merger occurs; (2) make any pro rata adjustments that may be necessary to reflect the shortened offering period while treating the shortened offering period as a fully effective and completed offering period for all purposes of the ESPP; (3) cause the exercise (as of no later than one business day prior to the date on which the effective time of the merger occurs) of each outstanding purchase right pursuant to the ESPP; and (4) provide that no further offering period or purchase period will commence pursuant to the ESPP after the effective time of the merger.
Q: When do you expect the merger to be completed?
A: We currently expect to complete the merger this calendar year. However, the exact timing of completion of the merger, if at all, cannot be predicted because the merger is subject to the closing conditions specified in the merger agreement, many of which are outside of our control.
Q: Am I entitled to appraisal rights under the DGCL?
A: If the merger is consummated, stockholders who do not vote in favor of the adoption of the merger agreement and who properly perfect appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL. This means that holders of shares of common stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the "fair value" of the shares of common stock, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the court. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in additional detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is attached as Annex C to this proxy statement.
Q: Do any of LinkedIn's directors or officers have interests in the merger that may differ from those of LinkedIn stockholders generally?
A: Yes. In considering the recommendation of the LinkedIn Board with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of LinkedIn stockholders generally. In (1) evaluating and negotiating the merger agreement; (2) approving the merger agreement and the merger; and (3) unanimously recommending that the merger agreement be adopted by LinkedIn stockholders, the LinkedIn Board was aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the section of this proxy statement captioned "The Merger—Interests of LinkedIn's Directors and Executive Officers in the Merger."
Q: Who can help answer my questions?
A: If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:
Innisfree
M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders May Call:
(877) 825-8621 (Toll-Free From the U.S. and Canada)
or
(412) 232-3651 (From Other Locations)
If your broker, bank or other nominee holds your shares, you may call your broker, bank or other nominee for additional information.
