Form DEFA14A TWITTER, INC.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☒ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2 | |
TWITTER, INC.
(Name of Registrant as Specified In Its Charter)
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| ☒ | No fee required. | |||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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| (2) | Aggregate number of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid:
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| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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| (4) | Date Filed:
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Twitter Announces Adjournment of 2021 Annual Meeting of Stockholders
With Respect to Board Declassification Proposal
SAN FRANCISCO, California – May 27, 2021 – Twitter, Inc. (NYSE: TWTR) announced that today it convened its Annual Meeting of Stockholders (“Annual Meeting”) as scheduled and considered all items of business with the exception of Proposal 5, the proposed amendment to its certificate of incorporation to declassify the Twitter Board of Directors as set forth in the Company’s Proxy Statement (the “Proposal.”)
The Nominating and Corporate Governance Committee, on behalf of the Twitter Board, believes it is in stockholders’ best interest to extend the opportunity for stockholders to vote on this important matter and therefore recommended an adjournment to allow additional time for stockholders to submit proxies with respect to the Proposal. The Annual Meeting will be reconvened on June 24, 2021 at 10:00 am PT (the “Reconvened Annual Meeting”). The sole matter of business before the Reconvened Annual Meeting will be the Proposal.
Being within 6% of the affirmative votes required for the Proposal to pass, and with 99% of the votes submitted so far voting in favor, the Twitter Board has determined to leave voting for the Proposal open. The number of shares required for approval thus exceeds the number of shares typically represented at Twitter’s annual meetings, and the Board recognized that allowing additional time for stockholders to participate in the vote could better represent their interests.
Twitter will continue to solicit proxies from shareholders with respect to the Proposal, and electronic voting platforms are expected to remain open. The Board recommends that shareholders vote “FOR” the Proposal. The Record Date for determining stockholders eligible to vote on the Proposal remains April 5, 2021.
Twitter encourages any eligible stockholder that has not yet voted their shares or provided voting instructions to their broker or other record holders to do so promptly. If a stockholder has previously submitted its proxy and does not wish to change its vote, no further action is required. Stockholders who need help voting their shares may call Twitter’s proxy solicitor, Innisfree M&A Incorporated at (877) 750-8338 (toll-free in the U.S. and Canada) or +1(412) 232-3651 (from other locations).
The Company expects to file the voting results regarding the other proposals considered today at the Annual Meeting on a Form 8-K with the Securities & Exchange Commission on May 28, 2021.
About Twitter, Inc.
Twitter (NYSE: TWTR) is what’s happening and what people are talking about right now. To learn more, visit about.twitter.com and follow @Twitter. Let’s talk.
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