ZYNGA PROPOSAL 2: ADVISORY NON-BINDING VOTE ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS
Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, Zynga is required to submit to a non-binding advisory stockholder vote certain compensation that may be paid or become payable to Zynga named executive officers that is based on or otherwise relates to the combination as disclosed in the section titled “Interests of Zynga Directors and Executive Officers in the Combination.” The Zynga compensation proposal gives Zynga stockholders the opportunity to express their views on the merger-related compensation of Zynga named executive officers.
Accordingly, Zynga is asking Zynga stockholders to vote “FOR” the adoption of the following resolution, on a non-binding advisory basis:
“RESOLVED, that the compensation that may be paid or become payable to Zynga named executive officers that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “Interests of Zynga Directors and Executive Officers in the Combination—Quantification of Payments and Benefits to Zynga Named Executive Officers—Golden Parachute Compensation,” including the associated narrative discussion and the agreements, plans, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”
Approval of the Zynga compensation proposal is not a condition to the obligation of either Take-Two or Zynga to complete the combination. The vote on the Zynga compensation proposal is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, if you are a Zynga stockholder, you may vote to approve the Zynga merger proposal and vote not to approve the Zynga compensation proposal, and vice versa. The vote on the Zynga compensation proposal is advisory and non-binding. As a result, if the combination is completed, the merger-related compensation may be paid to Zynga named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if Zynga stockholders do not approve the Zynga compensation proposal.
The Zynga board of directors unanimously recommends that Zynga stockholders vote “FOR” the Zynga compensation proposal.
Assuming a quorum is present at the Zynga special meeting, approval of the Zynga compensation proposal requires the affirmative vote of a majority of the voting power of the Zynga common stock present, including by remote communication, or represented by proxy at the meeting and entitled to vote thereon. Any shares not present or represented by proxy (including due to the failure of a Zynga stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Zynga special meeting to such bank, broker or other nominee) will have no effect on the outcome of the Zynga compensation proposal, provided that a quorum is otherwise present. An abstention or other failure of any shares present or represented by proxy to vote on the Zynga compensation proposal will have the same effect as a vote “AGAINST” the Zynga compensation proposal. In addition, if a Zynga stockholder who holds shares in “street name” through a bank, broker or other nominee provides voting instructions for one or more other proposals, but not for the Zynga compensation proposal, it will have the same effect as a vote “AGAINST” the Zynga compensation proposal.
THE ZYNGA BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ZYNGA STOCKHOLDERS VOTE “FOR” THE ZYNGA COMPENSATION PROPOSAL
