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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/05/21 Macquarie Infrastructure Corp. DEFM14A 1:3.8M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: DEFM14A Definitive Proxy Statement - Merger or Acquisition HTML 1.33M
| tm2111841-1_defm14a - none - 23.3594056s |
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| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | | |||
| | | | | (1) | | | Title of each class of securities to which transaction applies: | |
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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. | | |||
| | | | | (1) | | | Amount Previously Paid: | |
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| | | | | (2) | | | Form, Schedule or Registration Statement No.: | |
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Martin Stanley
Chairman of the Board of Directors |
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Norman H. Brown, Jr.
Lead Independent Director |
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Date
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Common Stock
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Common Units
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| | | | $ | 31.89 | | | | | $ | —* | | | |
| | | | $ | 31.45 | | | | | $ | —* | | | |
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Subject
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MIC Corp.
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Holdings LLC
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Authorized Capital
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MIC Corp. is authorized to issue a total of 600,000,100 shares of stock consisting of:
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500,000,000 shares of common stock, par value $0.001 per share;
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100 shares of special stock, par value $0.001 per share; and
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100,000,000 shares of preferred stock, par value $0.001 per share, in one or more series.
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Holdings LLC is authorized to issue a total of 600,000,100 units consisting of:
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500,000,000 common units;
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100 special units; and
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100,000,000 preferred units in one or more series.
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Voting Rights
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| | The certificate of incorporation provides that each share of common stock is entitled to one vote on each matter submitted to a vote of the holders of common stock at a meeting of shareholders. See “Election of Directors” below for the voting rights of shares of special stock. | | | The LLC Agreement provides that the holder of each common unit has one vote per unit on each matter submitted to a vote of the holders of common units at a meeting of unitholders. See “Election of Directors” below for the voting rights of special units. | |
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Quorum for Shareholder Meetings
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| | The bylaws provide that, except as otherwise provided by law, the certificate of incorporation, the bylaws, or the rules of any applicable stock exchange, the holders of a majority of the voting power of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at a meeting of shareholders, except that when a separate vote by a class or series or classes or series is required, a majority of the voting power of the issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, will constitute a quorum entitled to take action with respect to that vote on that matter. | | | The LLC Agreement provides that, except as otherwise provided by the LLC Agreement or the rules of any applicable stock exchange, the unitholders present in person or represented by proxy holding a majority of the outstanding voting units, which consist of common units and any series of preferred units that are designated as voting units in a preferred unit designation, entitled to vote will constitute a quorum at a meeting of unitholders, except that when a separate vote by a class or series or classes or series is required, a majority of the voting power of the issued and outstanding units of such class or series or classes or series entitled to vote, | |
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Subject
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MIC Corp.
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Holdings LLC
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| | | | | | | | present in person or represented by proxy, will constitute a quorum entitled to take action with respect to that vote on that matter. | |
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Number of Directors
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| | The certificate of incorporation and the bylaws provide that the number of directors that constitute the entire board will be fixed from time to time exclusively pursuant to a resolution adopted by the board of directors, but will consist of not less than four (4) nor more than twelve (12) directors. The board of directors of MIC Corp. currently consists of eight directors. | | | The LLC Agreement provides that the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by the board of directors of Holdings LLC, but will consist of not less than four (4) nor more than twelve (12) directors. The board of directors of Holdings LLC upon consummation of the merger will consist of eight directors. | |
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Classification of Board of Directors
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| | MIC Corp. has one class of directors and the certificate of incorporation does not provide for a classified board of directors. The term of each director is the period from the effective date of his or her election to the next annual meeting of shareholders until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal. | | | Holdings LLC has one class of directors and the LLC Agreement does not provide for a classified board of directors of Holdings LLC. With the exception of the initial board, and except as provided in the LLC Agreement or the terms of any preferred unit designation, the term of each director is the period from the effective date of his or her election to the next annual meeting of the unitholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal. The term of the initial directors shall be the period from the effective time to the first annual meeting of unitholders following the effective time and until such initial director’s successor is duly elected and qualified or until such initial director’s earlier death, resignation or removal. | |
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Election of Directors
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| | The bylaws provide that directors (other than the director elected by holders of special stock) will be elected by a majority of votes cast unless the election is contested, in which case directors shall be elected by plurality of the votes cast at any meeting of shareholders duly called and held for the election of directors at which a quorum is present. An election shall be contested if, as of the date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented), the number of nominees exceeds the number of directors elected. | | |
The LLC Agreement provides that directors (other than the director elected by holders of special units) will be elected by a majority of votes cast unless the election is contested, in which case directors shall be elected by plurality of the votes cast at any meeting of unitholders duly called and held for the election of directors at which a quorum is present. An election shall be contested if, as of the date that is fourteen (14) days in advance of the date Holdings LLC files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented), the number of nominees exceeds the number of directors elected.
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Subject
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MIC Corp.
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Holdings LLC
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| | | | | The bylaws further provide that except with respect to the director to be elected by the holders of special stock, voting or consenting separately as a class, in accordance with the provisions of the certificate of incorporation, the directors will be elected by the holders of common stock at the annual meeting of shareholders. | | | The LLC Agreement further provides that except with respect to the director to be elected by the holders of special units, voting or consenting separately as a class, in accordance with the provisions of the LLC Agreement, the directors will be elected by the holders of common units, voting separately as a class, at the annual meeting of unitholders. | |
| | | | | The bylaws further provide that the board of directors shall nominate for election or re-election as a director only candidates who agree to tender, promptly following the annual meeting at which they are elected or re-elected as a director, an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at the next meeting at which they face re-election and (ii) board acceptance of such resignation. | | | The LLC Agreement further provides that the board of directors shall nominate for election or re-election as a director only candidates who agree to tender, promptly following the annual meeting at which they are elected or re-elected as a director, an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at the next meeting at which they face re-election and (ii) board acceptance of such resignation. | |
| | | | | The bylaws further provide that if a director in an uncontested election does not receive a majority of votes cast for his or her election, the Nominating and Governance Committee shall promptly assess the appropriateness of such nominee continuing to serve as a director and recommend to the board the action be taken with respect to such director’s tendered resignation. The board will determine whether to accept or reject such resignation, or what other actions should be taken, within 90 days from the date of election results. | | | The LLC Agreement further provides that if a director in an uncontested election does not receive a majority of votes cast for his or her election, the Nominating and Governance Committee shall promptly assess the appropriateness of such nominee continuing to serve as a director and recommend to the board the action be taken with respect to such director’s tendered resignation. The board will determine whether to accept or reject such resignation, or what other actions should be taken, within 90 days from the date of the certification of election results. | |
| | | | | The certificate of incorporation provides that, at any time when the management services agreement is in effect and the manager or any “manager affiliate” (as defined in the management services agreement) holds at least 200,000 shares of common stock (as adjusted to reflect any subsequent equity splits or similar recapitalizations), (i) the holders of special stock, voting or consenting separately as a class, will be entitled to elect one director, and (ii) the holders of common stock, voting separately as a class, will be entitled to elect the remaining directors. | | | The LLC Agreement provides that, at any time when the management services agreement is in effect and the manager or any “manager affiliate” (as defined in the management services agreement) holds at least 200,000 common units (as adjusted to reflect any subsequent splits or similar recapitalizations), (i) the holders of special units, voting or consenting separately as a class, will be entitled to elect one director, and (ii) the holders of common units, voting separately as a class, will be entitled to elect the remaining directors. | |
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Subject
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MIC Corp.
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Holdings LLC
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| | | | | At any time when the management services agreement is not in effect or neither the manager nor any “manager affiliate” holds at least 200,000 shares of common stock (as adjusted to reflect any subsequent equity splits or similar recapitalizations), the holders of common stock will be entitled to elect all of the directors to be elected. | | | At any time when the management services agreement is not in effect or neither the manager nor any “manager affiliate” holds at least 200,000 common units (as adjusted to reflect any subsequent splits or similar recapitalizations), the holders of common units will be entitled to elect all of the directors to be elected. | |
| | | | | The bylaws provide that for so long as the holders of special stock, voting or consenting separately as a class, are entitled to elect a director of the board of directors pursuant to the provisions of the certificate of incorporation, such director will serve as the chairman of the board of directors. In all other cases, the board of directors will appoint a chairman of the board of directors from its members. | | | The LLC Agreement provides that for so long as the holders of special units, voting or consenting separately as a class, are entitled to elect a director of the board of directors pursuant to the provisions of the LLC Agreement, such director will serve as the chairman of the board of directors. In all other cases, the board of directors will appoint a chairman of the board of directors from its members. | |
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Cumulative Voting
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| | The certificate of incorporation does not provide for cumulative voting and, accordingly, shareholders do not have cumulative voting rights in connection with the election of directors. | | | The LLC Agreement does not provide for cumulative voting and, accordingly, unitholders do not have cumulative voting rights in connection with the election of directors. | |
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Removal of Directors
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Subject to the bylaws (and rights provided to holders of preferred stock), directors may be removed from office as follows: (1) any director may be removed for cause, by the affirmative vote of the holders of at least 66 2/3% of the voting power of the issued and outstanding shares of common stock and special stock (and any series of preferred stock then entitled to vote at an election of directors), voting together as a single class; (2) any director elected by the holders of special stock, voting or consenting separately as a class, may be removed without cause, by the affirmative vote or written consent of the holders of at 66 2/3% of the voting power of the issued and outstanding shares of special stock, voting or consenting separately as a class; and (3) any director elected by the holders of common stock, voting separately as a class, may be removed from
office without cause, by the affirmative vote of at least 66 2/3% of the voting power of the issued and outstanding shares of common stock, voting separately as a class.
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| | Subject to the LLC Agreement (and rights provided to holders of preferred units), directors may be removed from office as follows: (1) any director may be removed for cause, by the affirmative vote of the holders of at least 66 2/3% of the voting power of the issued and outstanding common units and special units (and any series of preferred units then entitled to vote at an election of directors), voting together as a single class; (2) any director elected by the holders of special units, voting or consenting separately as a class, may be removed without cause, by the affirmative vote or written consent of the holders of at 66 2/3% of the voting power of the issued and outstanding special units, voting or consenting separately as a class; and (3) any director elected by the holders of common units, voting separately as a class, may be removed from office without cause, by the affirmative vote of at least 66 2/3% of the voting power of the issued and outstanding common units, voting separately as a class. | |
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Subject
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MIC Corp.
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Holdings LLC
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Vacancies on the Board of Directors
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The bylaws provide that the board of directors shall fill director vacancies and new directorships only with candidates who have agreed to tender, promptly following their appointment to the board, an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at the next meeting at which they face re-election and (ii) board acceptance of such resignation.
Subject to the bylaws, the certificate of incorporation provides that vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director. Any director so chosen will hold office until the next annual meeting of shareholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal.
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The LLC Agreement provides that the board of directors shall fill director vacancies and new directorships only with candidates who have agreed to tender, promptly following their appointment to the board, an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at the next meeting at which they face re-election and (ii) board acceptance of such resignation.
The LLC Agreement further provides that vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director. Any director so chosen will hold office until the next annual meeting of unitholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal.
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| | | | | The certificate of incorporation provides that at any time when the management services agreement is in effect and the manager or any “manager affiliate” holds at least 200,000 shares of common stock (as adjusted to reflect any subsequent equity splits or similar recapitalizations), any vacancy in the board of directors of a director elected by the holders of special stock, voting or consenting separately as a class, will be filled only by a vote or written consent of the holders of special stock, voting or consenting separately as a class. At any time when the management services agreement is not in effect or the manager or any “manager affiliate” no longer holds at least 200,000 shares of common stock (as adjusted to reflect any subsequent equity splits or similar recapitalizations), such vacancy will be filled by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director, or if there are none, by a vote of the holders of common stock. Any vacancy of a director elected by the holders of | | | The LLC Agreement provides that at any time when the management services agreement is in effect and the manager or any “manager affiliate” holds at least 200,000 common units (as adjusted to reflect any subsequent splits or similar recapitalizations), any vacancy in the board of directors of a director elected by the holders of special units, voting or consenting separately as a class, will be filled only by a vote or written consent of the holders of special units, voting or consenting separately as a class. At any time when the management services agreement is not in effect or the manager or any “manager affiliate” no longer holds at least 200,000 common units (as adjusted to reflect any subsequent splits or similar recapitalizations), such vacancy will be filled by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director, or if there are none, by a vote of the holders of common units. Any vacancy of a director elected by the holders of common units will be filled only by a | |
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Subject
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MIC Corp.
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Holdings LLC
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| | | | | common stock will be filled only by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director, or if there are none, by a vote of the holders of common stock. | | | majority vote of the directors then in office, although less than a quorum, or by a sole remaining director, or if there are none, by a vote of the holders of common units. | |
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Director Nominations by Shareholders
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The bylaws provide that a shareholder must give timely notice in writing to the secretary of MIC Corp. for the nomination of a director before any meeting of shareholders. Such nomination may be made by a shareholder only if such shareholder is a shareholder of record at the time of delivery the nomination or the date of the giving of notice and at the record date for the determination of shareholders entitled to vote at such meeting.
With respect to director nominations at an annual meeting of shareholders, a shareholder’s notice must be delivered to the secretary of MIC Corp. at its principal executive offices not less than 120 days and not later than 150 days prior to the first anniversary of the preceding year’s annual meeting.
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The LLC Agreement provides that a common unitholder must give timely notice in writing to the secretary of Holdings LLC for the nomination of a director before any meeting of unitholders. Such nomination may be made by a unitholder only if such unitholder is a holder of record of common units at the date of delivery of the nomination or the date of the giving of notice and at the record date for the determination of unitholders entitled to vote at such meeting.
With respect to director nominations at an annual meeting of unitholders, a common unitholder’s notice must be delivered to the secretary of Holdings LLC at its principal executive offices not less than 120 days and not later than 150 days prior to the first anniversary of the preceding year’s annual meeting.
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| | | | | With respect to director nominations at a special meeting of shareholders, a shareholder’s notice must be delivered to the secretary of MIC Corp. not earlier than 120 days prior to such special meeting and not later than 90 days prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. | | | With respect to director nominations at a special meeting of unitholders, a common unitholder’s notice must be delivered to the secretary of Holdings LLC not earlier than 120 days prior to such special meeting and not later than 90 days prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors of Holdings LLC to be elected at such meeting. | |
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For nominations to be properly brought before any meeting of shareholders, a notice must set forth (i) as to each individual whom the shareholder proposes to nominate for election or reelection as a director and each proposed nominee associated person (a) the name, age, business address and residence address of such person; (b) the principal occupation or employment of such person; (c) the class and number of shares of capital stock of MIC Corp.
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For nominations to be properly brought before any meeting of unitholders, a notice must set forth (i) as to each individual whom the common unitholder proposes to nominate for election or reelection as a director and each proposed nominee associated person (a) the name, age, business address and residence address of such person; (b) the principal occupation or employment of such person; (c) the class and number of units of Holdings LLC which are owned
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Subject
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MIC Corp.
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Holdings LLC
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| | | | | which are owned of record and beneficially owned by such person; (d) a statement whether each such proposed nominee, if elected, intends to tender, promptly following such person’s failure to receive the required vote for election or re-election at the next meeting at which such person would face election or re-election, an irrevocable resignation effective upon acceptance of such resignation by the board of directors in accordance with the bylaws; (e) a description of all arrangements or understandings between such shareholder and each such person pursuant to which the nomination or nominations are to be made by the shareholder; and (f) any other information relating to such person that is required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitations of proxies for elections of directors, or is otherwise required, and (ii) as to such shareholder giving notice and each shareholder associated person, (a) the name and address, as they appear on MIC Corp.’s books, of each such person and of any holder of record of the shareholder’s shares, (b) the class and number of shares of common stock of MIC Corp. which are held of record or beneficially owned by each such person and owned by any holder of record of each such person’s shares, as of the date of such shareholder’s notice, and a representation that such shareholder will notify MIC Corp. in writing of the class and number of such shares held of record or beneficially owned by each such person as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (c) any material interest of each such person in such business, (d) a description of any agreement, arrangement or understanding with respect to such business between or among each such person, and a representation that such shareholder will notify MIC Corp. in writing of any such agreement, arrangement or understanding in effect | | |
of record and beneficially owned by such person; (d) a statement whether each such proposed nominee, if elected, intends to tender, promptly following such person’s failure to receive the required vote for election or re-election at the next meeting at which such person would face election or re-election, an irrevocable resignation effective upon acceptance of such resignation by the board of directors in accordance with the LLC Agreement; (e) a description of all arrangements or understandings between such common unitholder and each such person pursuant to which the nomination or nominations are to be made by the common unitholder; and (f) any other information relating to such person that is required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitations of proxies for elections of directors, or is otherwise required, and (ii) as to such common unitholder giving notice and each unitholder associated
person, (a) the name and address, as they appear on Holdings LLC’s books, of each such person and of any holder of record of the common unitholder’s units, (b) the class and number of units of Holdings LLC which are held of record or beneficially owned by each such person and owned by any holder of record of each such person’s units, as of the date of such common unitholder’s notice, and a representation that such common unitholder will notify Holdings LLC in writing of the class and number of such units held of record or beneficially owned by each such person as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (c) any material interest of each such person in such business, (d) a description of any agreement, arrangement or understanding with respect to such business between or among each such person, and a representation that such common unitholder
will notify Holdings LLC in writing of any such agreement,
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Subject
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MIC Corp.
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Holdings LLC
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| | | | | as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (e) a description of any agreement, arrangement or understanding that has been entered into as of the date of such shareholder’s notice by, or on behalf of, each such person, the effect or intent of which is to mitigate loss to, manage risk or benefit from share price changes for, or increase or decrease the voting power of each such person with respect to shares of common stock of MIC Corp., and a representation that such shareholder will notify MIC Corp. in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (f) a representation that such shareholder is a holder of record or beneficial owner of shares of common stock of MIC Corp. entitled to vote at the annual meeting and intends to appear in person or by proxy at the meeting to propose such business, (g) whether any such person, alone or as part of a group, intends to deliver a proxy statement and/or form of proxy or to otherwise solicit or participate in the solicitation of proxies in favor of such proposal, and (h) any other information that is required to be provided by each such person pursuant to the Exchange Act and the rules and regulations promulgated thereunder. | | |
arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (e) a description of any agreement, arrangement or understanding that has been entered into as of the date of such common unitholder’s notice by, or on behalf of, each such person, the effect or intent of which is to mitigate loss to, manage risk or benefit from unit price changes for, or increase or decrease the voting power of each such person with respect to common units of Holdings LLC, and a representation that such common unitholder will notify Holdings LLC in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (f) a representation that such
common unitholder is a holder of record or beneficial owner of common units of Holdings LLC entitled to vote at the annual meeting and intends to appear in person or by proxy at the meeting to propose such business, (g) whether any such person, alone or as part of a group, intends to deliver a proxy statement and/or form of proxy or to otherwise solicit or participate in the solicitation of proxies in favor of such proposal, and (h) any other information that is required to be provided by each such person pursuant to the Exchange Act and the rules and regulations promulgated thereunder.
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| |
Shareholder Proposals
|
| | The bylaws provide that a shareholder must give timely notice in writing to the secretary of MIC Corp. of a proposal of business to be considered before any annual meeting of shareholders. Such proposal may be made by a shareholder only if such shareholder is a shareholder of record at the time of delivery of a director nomination or the date of the giving of notice and at the record date for the determination of shareholders entitled to vote at such annual meeting. | | | The LLC Agreement provides that a common unitholder must give timely notice in writing to the secretary of Holdings LLC of a proposal of business to be considered before any annual meeting of unitholders. Such proposal may be made by a unitholder only if such unitholder is a holder of record of common units at the time of delivery of a director nomination or the date of the giving of notice and at the record date for the determination of unitholders entitled to vote at such annual meeting. | |
| |
Subject
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| |
MIC Corp.
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| |
Holdings LLC
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|
| | | | | To be timely, a shareholder’s notice must be delivered to the secretary of MIC Corp. at its principal executive offices not less than 120 days and not earlier than 150 days prior to the first anniversary of the preceding year’s annual meeting. | | | To be timely, a common unitholder’s notice must be delivered to the secretary of Holdings LLC at its principal executive offices not less than 120 days and not earlier than 150 days prior to the first anniversary of the preceding year’s annual meeting. | |
| | | | | Notice as to any business other than director nominations must set forth (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, and (ii) as to such shareholder giving notice and each shareholder associated person, (a) the name and address, as they appear on MIC Corp.’s books, of each such person and of any holder of record of the shareholder’s shares, (b) the class and number of shares of MIC Corp. which are held of record or beneficially owned by each such person and owned by any holder of record of each such person’s shares, as of the date of such shareholder’s notice, and a representation that such shareholder will notify MIC Corp. in writing of the class and number of such shares held of record or beneficially owned by each such person as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (c) any material interest of each such person in such business, (d) a description of any agreement, arrangement or understanding with respect to such business between or among each such person, and a representation that such shareholder will notify MIC Corp. in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (e) a description of any agreement, arrangement or understanding that has been entered into as of the date of such shareholder’s notice by, or on behalf of, each such person, the effect or intent of which is to | | | Notice as to any business other than director nominations must set forth (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, and (ii) as to such common unitholder giving notice and each unitholder associated person, (a) the name and address, as they appear on Holdings LLC’s books, of each such person and of any holder of record of the common unitholder’s units, (b) the class and number of Holdings LLC units which are held of record or beneficially owned by each such person and owned by any holder of record of each such person’s units, as of the date of such common unitholder’s notice, and a representation that such common unitholder will notify Holdings LLC in writing of the class and number of such units held of record or beneficially owned by each such person as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (c) any material interest of each such person in such business, (d) a description of any agreement, arrangement or understanding with respect to such business between or among each such person, and a representation that such common unitholder will notify Holdings LLC in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (e) a description of any agreement, arrangement or understanding that has been entered into as of the date of such common unitholder’s notice by, or on behalf of, | |
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Subject
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| |
MIC Corp.
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| |
Holdings LLC
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|
| | | | | mitigate loss to, manage risk or benefit from share price changes for, or increase or decrease the voting power of each such person with respect to shares of stock of MIC Corp., and a representation that such shareholder will notify MIC Corp. in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (f) a representation that such shareholder is a holder of record or beneficial owner of shares of the Corporation entitled to vote at the annual meeting and intends to appear in person or by proxy at the meeting to propose such business, (g) whether any such person, alone or as part of a group, intends to deliver a proxy statement and/or form of proxy or to otherwise solicit or participate in the solicitation of proxies in favor of such proposal, and (h) any other information that is required to be provided by each such person pursuant to the Exchange Act and the rules and regulations promulgated thereunder. | | | each such person, the effect or intent of which is to mitigate loss to, manage risk or benefit from unit price changes for, or increase or decrease the voting power of each such person with respect to units of Holdings LLC, and a representation that such common unitholder will notify Holdings LLC. in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five (5) business days following the later of the record date or the date notice of the record date is first publicly disclosed, (f) a representation that such common unitholder is a holder of record or beneficial owner of units of Holdings LLC entitled to vote at the annual meeting and intends to appear in person or by proxy at the meeting to propose such business, (g) whether any such person, alone or as part of a group, intends to deliver a proxy statement and/or form of proxy or to otherwise solicit or participate in the solicitation of proxies in favor of such proposal, and (h) any other information that is required to be provided by each such person pursuant to the Exchange Act and the rules and regulations promulgated thereunder. | |
| |
Special Meetings of Shareholders
|
| | The bylaws provide that special meetings of the shareholders will be held on such date and at such time and place (if any) as designated by the board of directors and stated in the notice of the meeting. Special meetings of the shareholders may be called at any time only by the secretary, either at the direction of the board of directors pursuant to a resolution adopted by the board of directors or by the chairman of the board of directors. | | | The LLC Agreement provides that special meetings of the unitholders may be held on such date and at such time and place (if any) as designated by the board of directors of Holdings LLC and stated in the notice of the meeting. Special meetings of the unitholders may be called at any time only by the secretary, either at the direction of the board of directors pursuant to a resolution adopted by the board of directors or by the chairman of the board of directors of Holdings LLC. | |
| |
Notice of Meetings of Shareholders
|
| | The bylaws provide that written notice will be given to each shareholder of record not less than 20 nor more than 60 days prior to the date of the meeting, stating the date, time, place, the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, and the record date for | | | The LLC Agreement provides that written notice will be given to each unitholder of record not less than 20 nor more than 60 days prior to the date of the meeting, stating the date, time, place (if any), the means of remote communication, if any, by which unitholders and proxy holders may be deemed to be present in person and vote | |
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Subject
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| |
MIC Corp.
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| |
Holdings LLC
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|
| | | | | determining the shareholders entitled to vote at the meeting, if such date is different from the record date for determining shareholders entitled to notice of the meeting, and, in the case of special meetings, the purpose(s) for which the meeting is called. Only such business will be conducted at a special meeting of shareholders as have been brought before the meeting pursuant to MIC Corp.’s notice of meeting. | | | at such meeting, and the record date for determining the unitholders entitled to vote at the meeting, if such date is different from the record date for determining unitholders entitled to notice of the meeting, and, in the case of special meetings, the purpose(s) for which the meeting is called. Only such business will be conducted at a special meeting of unitholders as have been brought before the meeting pursuant to Holdings LLC’s notice of meeting. | |
| |
Proxies
|
| | The bylaws provide that a shareholder entitled to vote may vote in person or by proxy, but no such proxy may be voted or acted upon after three years from its date, unless the proxy provides for a longer period. | | | The LLC Agreement provides that a unitholder entitled to vote may vote in person or by proxy, but no such proxy may be voted or acted upon after three years from its date, unless the proxy provides for a longer period. | |
| |
Shareholder Action by Written Consent
|
| | The certificate of incorporation and bylaws provide that, except for actions taken by written consent by the holders of any series of preferred stock, holders of special stock consenting separately as a class or as otherwise expressly provided by the terms of any class of stock permitting the holders of such series to act by written consent, the shareholders will take any action required or permitted only at a meeting of shareholders duly called and noticed, and no action will be taken by the shareholders by written consent. | | | The LLC Agreement provides that, except for actions taken by written consent by the holders of any series of preferred units, holders of special units consenting separately as a class or as otherwise expressly provided by the terms of any other series or class of units permitting the holders of such series to act by written consent, the unitholders will take any action required or permitted only at a meeting of unitholders duly called and noticed, and no action will be taken by the unitholders by written consent. | |
| |
Liquidation Rights
|
| | The certificate of incorporation provides that in the event of any liquidation, dissolution or winding up of the affairs of MIC Corp., whether voluntary or involuntary, subject to the rights of holders of any series of preferred stock, holders of common stock will be entitled to share equally, on a per share basis, in all assets of MIC Corp. of whatever kind available for distribution to the holders of common stock. Holders of special stock will not be entitled to share in any distribution of assets in the event of any liquidation, dissolution or winding up of the affairs of MIC Corp., whether voluntary or involuntary. | | | The LLC Agreement provides that the order of distribution following the dissolution of Holdings LLC will proceed as follows: (i) first, to creditors (including unitholders who are creditors, to the extent otherwise permitted by applicable law) in satisfaction of all of Holdings LLC’s debts and other liabilities (whether by payment thereof or the making of reasonable provision for the payment thereof), other than liabilities for distributions to unitholders under the DLLCA; (ii) second, to unitholders and former unitholders in satisfaction of liabilities for distributions under the DLLCA; and (iii) the balance, if any, to common and preferred unitholders, if any, in accordance with the LLC Agreement. Holders of special units will not be entitled to share | |
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Subject
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| |
MIC Corp.
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| |
Holdings LLC
|
|
| | | | | | | | in any distribution of assets in the event of the dissolution and winding up of the affairs of Holdings LLC, whether voluntary or involuntary. | |
| |
Limitation of Personal Liability of Directors
|
| | The certificate of incorporation provides that a director is not personally liable to MIC Corp. or its shareholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL. | | | The LLC Agreement provides that a director is not personally liable to Holdings LLC or its unitholders for monetary damages for breach of fiduciary duty as a director, except that a director will be liable to the same extent as if such director were a director of a Delaware corporation pursuant to the DGCL for liabilities (i) for breach of the director’s duty of loyalty to Holdings LLC or its unitholders, (ii) for acts or omissions not in good faith or a knowing violation of applicable law or (iii) for any transaction for which the director derived an improper benefit. | |
| |
Indemnification and Advancement
|
| | The certificate of incorporation and bylaws provide that MIC Corp. will indemnify, to the fullest extent permitted by the DGCL, (i) each person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of MIC Corp.) by reason of the fact that such person is or was a director, officer, employee or agent of MIC Corp., or is or was a director or officer of MIC Corp. serving at the request of MIC Corp. as a director, officer, employee or agent of another enterprise or (ii) each person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of MIC Corp. to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of MIC Corp., or is or was a director or officer of MIC Corp. serving at the request of MIC Corp. as a director, officer, employee or agent of another enterprise. With respect to an action by or in the right of MIC Corp., MIC Corp. will not indemnify a director, officer, employee or agent if he or she is found liable to MIC Corp. unless the Court of Chancery of the State of Delaware or the court in which | | | The LLC Agreement provides that Holdings LLC will indemnify, to the fullest extent permitted by the DGCL as if Holdings LLC was a Delaware corporation, (i) each person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Holdings LLC) by reason of the fact that such person is or was a director, officer, employee or agent of Holdings LLC, or is or was a director or officer of Holdings LLC serving at the request of Holdings LLC as a director, officer, employee or agent of another enterprise or (ii) each person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of Holdings LLC to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of Holdings LLC, or is or was a director or officer of Holdings LLC serving at the request of Holdings LLC as a director, officer, employee or agent of another enterprise. With respect to an action by or in the right of Holdings LLC, Holdings LLC will not indemnify a director, officer, employee or agent if he or she is found liable to Holdings LLC | |
| |
Subject
|
| |
MIC Corp.
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| |
Holdings LLC
|
|
| | | | | such action was brought determines otherwise. | | | unless the Court of Chancery of the State of Delaware or the court in which such action was brought determines otherwise. | |
| | | | | MIC Corp. will not indemnify an officer, director, employee or agent when the proceeding relates to: (i) payments actually made to or on behalf of such person under a statute, insurance policy, indemnity provision, or vote; (ii) an accounting or disgorgement under the Exchange Act or similarly applicable law; (iii) reimbursement of MIC Corp. for a bonus, compensation, or other profits realized from the sale of MIC Corp.’s securities under the Exchange Act; (iv) initiation of an action including those against MIC Corp. or its directors, unless authorized by the board of directors, provided for in MIC Corp.’s sole discretion, or otherwise required under the bylaws for actions seeking enforcement of indemnification and advancement rights or applicable law; or (v) prohibition of payment under applicable law. | | | Holdings LLC will not indemnify an officer, director, employee or agent when the proceeding relates to: (i) payments actually made to or on behalf of such person under a statute, insurance policy, indemnity provision, or vote; (ii) an accounting or disgorgement under the Exchange Act or similarly applicable law; (iii) reimbursement of Holdings LLC for a bonus, compensation, or other profits realized from the sale of Holdings LLC’s securities under the Exchange Act if such person is held liable; (iv) initiation of an action including those against Holdings LLC or its directors, unless authorized by the board of directors, provided for in Holdings LLC’s sole discretion, or otherwise required under the LLC Agreement for actions seeking enforcement of indemnification and advancement rights or applicable law; or (v) prohibition of payment under applicable law. | |
| | | | | The bylaws also provide that expenses incurred by officers and directors in defending proceedings will be paid by MIC Corp. in advance of final disposition of such proceedings upon receipt of an undertaking by such person to repay such amounts if it is ultimately determined that the person is not entitled to be indemnified. | | | The LLC Agreement provides that expenses incurred by officers and directors in defending proceedings will be paid by MIC Corp. in advance of final disposition of such proceedings upon receipt of an undertaking by such person to repay such amounts if it is ultimately determined that the person is not entitled to be indemnified. | |
| |
Amendments to Governing Documents
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| | The certificate of incorporation provide that the board of directors may amend the terms of the bylaws by resolution adopted by the affirmative vote of a majority of the total number of directors in office, except that certain specified sections may not be amended without the affirmative vote of a majority of the shares present in person or represented by proxy at a meeting of shareholders. The certificate of incorporation provides that the consent of the holders of special stock will be required for MIC Corp. to (i) authorize or issue shares of special stock; (ii) amend the certificate of | | |
The Charter Provisions may only be amended in a substantially similar manner as the MIC Corp. certificate of incorporation could be amended.
The Bylaw Provisions may only be amended in a substantially similar manner as the MIC Corp. bylaws could be amended.
The DGCL-Implementing Provisions in the LLC Agreement may be amended, but only if (i) Holdings LLC’s board of directors, by resolution, declares the advisability of the proposed amendment and (ii) a majority of the voting power
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Subject
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| |
MIC Corp.
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| |
Holdings LLC
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|
| | | | |
incorporation or bylaws in a manner that would adversely affect the rights of holders of special stock; or (iii) issue shares of preferred stock.
The DGCL provides that the certificate of incorporation of a corporation may be amended by an affirmative vote of a majority of the directors and the affirmative vote of a majority of the outstanding stock entitled to vote thereon, unless the certificate of incorporation requires the vote of a greater number or proportion. The certificate of incorporation provides that the prior affirmative vote or written consent of the holders of a majority of the outstanding shares of special stock, voting or consenting separately as a class, will be required for MIC Corp. to amend any provision of the certificate
of incorporation or the bylaws in a manner that would adversely affect the rights of the holders of special stock as a class.
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| |
of the outstanding voting units entitled to vote on the proposed amendment approve such amendment; provided, however, that notwithstanding the foregoing, the DGCL-Implementing Provisions may be amended to adopt New Implementations in the same manner as a Bylaw Provision may be amended.
The remaining provisions of the LLC Agreement that are not expressly designated as Charter Provisions, Bylaw Provisions or DGCL-Implementing Provisions and that include provisions that are commonly included in LLC Agreements, may be amended if (i) Holdings LLC’s board of directors, by resolution, declares the advisability of the proposed amendment and (ii) a majority of the voting power of the outstanding voting units entitled to vote on the proposed amendment approve such amendment.
The LLC Agreement provides that Holdings LLC’s board of directors may amend the LLC Agreement without the approval of the unitholders or any other person, under the following circumstances:
•
to change the name of Holdings LLC or its registered agent or registered office;
•
to impose restrictions on the transfer of units, under certain circumstances, to avoid a significant risk of Holdings LLC becoming taxable as a corporation or otherwise becoming taxable as an entity for U.S. federal income tax purposes;
•
to reflect the proposal or promulgation of United States Treasury Regulations under Section 704(b) or Section 704(c) of the Code or otherwise to preserve or achieve uniformity of the shares (or any portion or class or series thereof);
•
to reflect any amendment to Section 145 of the DGCL or the amendment or addition of any other provisions of the DGCL relating to
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Subject
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| |
MIC Corp.
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| |
Holdings LLC
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| | | | | | | |
indemnification and advancement of expenses, under certain circumstances;
•
to reflect any change determined by the Holdings LLC’s board of directors to be necessary and appropriate in the event that a provision of the DGCL or the DLLCA is enacted, amended or revoked;
•
pursuant to any writing approved by Holdings LLC’s board of directors setting forth the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of a series of preferred shares;
•
if any term or provision of the LLC Agreement is determined, in a final and nonappealable order, to be illegal or invalid for any reason, to adopt any amendment to the LLC Agreement that Holdings LLC’s board of directors determines is necessary or appropriate so as to give effect to the order and, as closely as possible in a manner acceptable to Holdings LLC’s board of directors, effect the intent that the LLC Agreement govern Holdings LLC in a manner that is substantially similar to the governance of MIC Corp. in effect immediately prior to the effective time of the merger;
•
to qualify or continue the qualification of Holdings LLC as a limited liability company under the laws of any state or to ensure that Holdings LLC and any of its subsidiaries will not be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes;
•
to address changes in U.S. federal income tax regulations, legislation or interpretation;
•
to the extent it does not adversely affect the unitholders considered as a whole or the unitholders holding any particular class or series of units as compared to unitholders holding any
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Subject
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| |
MIC Corp.
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| |
Holdings LLC
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other classes or series of units in any material respect, to (i) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any U.S. federal or state or non-U.S. agency or judicial authority or contained in any U.S. federal or state or non-U.S. statute (including the DLLCA), (ii) facilitate the trading of units (including the division of any class or series of outstanding units into different classes or series to facilitate uniformity of tax consequences within such classes or series of units) or comply with any rule, regulation, guideline or requirement of any exchange registered with the SEC under Section 6(a) of the Exchange Act on which the units are or will be listed, or (iii) effect the intent expressed in this proxy statement/prospectus or the intent of the provisions of the LLC Agreement;
•
to effect a change in the fiscal year or taxable year of Holdings LLC and any other changes that Holdings LLC’s board of directors determines to be necessary or appropriate as a result of a change in the fiscal year or taxable year of Holdings LLC;
•
to implement the decision of Holdings LLC’s board of directors to elect Holdings LLC to be treated as a corporation for U.S. federal income tax purposes;
•
to effect the conversion of Holdings LLC from a Delaware limited liability company to a Delaware limited partnership and other changes that Holdings LLC’s board of directors determines to be necessary or appropriate in connection therewith; and
•
to correct any provision of the LLC Agreement that, as a result of a typographical error or other inaccuracy, does not implement the parties’ intent that the LLC Agreement govern Holdings LLC in a manner substantially similar to the
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Subject
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| |
MIC Corp.
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Holdings LLC
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| | | | | | | |
way MIC Corp. was governed immediately prior to the merger.
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Exclusive Forum
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| | The bylaws provide that, unless MIC Corp. consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of MIC Corp.; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of MIC Corp. to MIC Corp. or its shareholders; (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the certificate of incorporation or the bylaws; (iv) any action to interpret, apply, enforce or determine the validity of the certificate of incorporation or bylaws or (v) any action asserting a claim governed by the internal affairs doctrine. | | | The LLC Agreement provides that, unless Holdings LLC consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Holdings LLC; (ii) any action asserting a claim of breach of a fiduciary duty owed by any unitholder, director, officer or other employee of Holdings LLC to Holdings LLC or its unitholders; (iii) any action asserting a claim arising pursuant to any provision of the DLLCA or the LLC Agreement; (iv) any action to interpret, apply, enforce or determine the validity of the LLC Agreement or (v) any action asserting a claim governed by the internal affairs doctrine. | |
| |
Merger, Sale, or other Disposition of Assets
|
| | The certificate of incorporation provides that MIC Corp. will not merge or consolidate with any other entity or sell, lease or exchange all or substantially all of its property and assets, unless a majority of the board of directors and a majority of the shareholders holding the voting power of the issued and outstanding shares of MIC Corp. common stock entitled to vote thereon approve the transaction. | | | The LLC Agreement provides that Holdings LLC will not merge or consolidate with any other entity or sell, lease or exchange all or substantially all of its property and assets, unless a majority of the board of directors and a majority of the unitholders holding the voting power of the issued and outstanding common units of Holdings LLC entitled to vote thereon approve the transaction. | |
| |
Interested Person Business Combinations
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| |
Section 203 of the DGCL prevents MIC Corp., from engaging in a “business combination” with a shareholders who owns 15% or more of MIC Corp.’s outstanding voting stock (otherwise known as an “interested shareholders”) or an affiliate or associate of an interested shareholders, for three (3) years following the time that the shareholders became an interested shareholders.
A “business combination” includes a merger or sale of more than 10% of MIC Corp.’s assets. However, the above provisions of Section 203 do not apply if:
•
MIC Corp.’s board of directors approves the transaction that made
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| |
Pursuant to the terms of the LLC Agreement, the provisions of Section 203 of the DGCL will be applied to Holdings LLC and Holdings LLC therefore will be prohibited from engaging in a “business combination” with an “interested unitholder” for a period of three years following the date the person becomes an interested unitholder, unless:
•
the board of directors approves the business combination or the transaction in which the person became an interested unitholder prior to the date the person attained this status;
•
upon consummation of the transaction that resulted in the
|
|
| |
Subject
|
| |
MIC Corp.
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| |
Holdings LLC
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|
| | | | |
the shareholders an “interested shareholders, prior to the time of the transaction;”
•
after the completion of the transaction that resulted in the shareholders becoming an interested shareholders, that shareholders owned at least 85% of MIC Corp.’s voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or
•
on or subsequent to the time of the transaction, the initial business combination is approved by MIC Corp.’s board of directors and authorized at a meeting of MIC Corp.’s shareholders, and not by written consent, by an affirmative vote of at least two-thirds (2/3) of the outstanding voting stock not owned by the interested shareholders.
Separately, the certificate of incorporation provides affirmative vote of the holders of record of outstanding shares of stock representing at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of stock of MIC Corp. (excluding shares of stock held by the interested shareholders or any affiliate or associate of an interested shareholders) shall be required to approve any business combination (as defined in the certificate of incorporation). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any securities exchange or otherwise.
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| |
person becoming an interested unitholder, the person owned at least 85% of voting units outstanding at the time the transaction commenced, excluding units owned by persons who are directors and also officers and issued under employee unit plans under which employee participants do not have the right to determine confidentially whether units held subject to the plan will be tendered in a tender or exchange offer; or
•
on or subsequent to the date the person became an interested unitholder, the board of directors approved the business combination and the unitholders other than the interested unitholder authorized the transaction at an annual or special meeting of unitholders by the affirmative vote of at least 66 2/3% of the outstanding units not owned by the interested unitholder.
In general, an “interested unitholder” is defined as any person who, together with the person’s affiliates and associates, owns, or within three years immediately prior to the time of determination of interested unitholder status did own, 15% or more of an entity’s voting interests and who did not become the beneficial owner of such amount of units pursuant to a transaction that was approved by the affirmative vote of a majority of the board of directors.
A “business combination” (as such term is defined in Section 203 of the DGCL) includes:
•
any merger or consolidation involving Holdings LLC and the interested unitholder;
•
any sale, transfer, pledge or other disposition involving the interested unitholder of 10% or more of Holdings LLC’s assets;
•
in general, any transaction that results in the issuance or transfer by Holdings LLC of any of Holdings
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Subject
|
| |
MIC Corp.
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| |
Holdings LLC
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| | | | | | | |
LLC’s units to the interested unitholder;
•
any transaction involving Holdings LLC that has the effect of increasing the proportionate share of Holdings LLC’s units owned by the interested unitholders; or
•
the receipt by the interested unitholder of the benefit of any loans, advances, guarantees, pledges, or other financial benefits provided by or through us.
Separately, the LLC Agreement provides that Holdings LLC will not effect any business combination (as such term is defined in the LLC Agreement) unless at least 66 2/3% of the then outstanding voting units of Holdings LLC (excluding units held by any “interested unitholder” (as defined in the LLC Agreement) or any of its affiliate or associate) approves of the “business combination” (as defined in the LLC Agreement). Such affirmative vote is required notwithstanding any law or agreement with any securities exchange or otherwise.
A “business combination” (as such term is defined in the LLC Agreement) includes:
•
any merger or consolidation involving Holdings LLC and an interested unitholder or any of its affiliates or associates;
•
any sale, transfer, pledge or other disposition involving an interested unitholder or any of its affiliates or associates of Holdings LLC’s assets having an aggregate fair market value of 10% or more of the net investment value of Holdings LLC;
•
in general, any transaction that results in the issuance or transfer by Holdings LLC of any of its securities to an interested unitholder or any of its affiliates or associates having an aggregate fair market value of 10% or more of the net investment value of Holdings LLC;
|
|
| |
Subject
|
| |
MIC Corp.
|
| |
Holdings LLC
|
|
| | | | | | | |
•
any spin-off or split-up of any kind of Holdings LLC or any of its subsidiaries proposed by or on behalf of an interested unitholder or any of its affiliates or associates; or
•
any transaction involving Holdings LLC that has the effect of increasing the proportionate share of Holdings LLC’s units owned by an interested unitholder and its affiliates and associates; and any agreement, contract or other arrangement providing for any one or more of the actions specified above.
|
|
| | | |
Amount and Nature of Beneficial Ownership
(Number of Shares of Common Stock) |
| |||||||||
|
Name and Address of Beneficial Owner
|
| |
Shares of
Common Stock |
| |
Percent of
Shares Outstanding |
| ||||||
| 5% Beneficial Owners | | | | | | | | | | | | | |
|
Eminence Capital, LP(1)
|
| | | | 8,601,248 | | | | | | 9.8% | | |
|
The Vanguard Group(2)
|
| | | | 6,323,649 | | | | | | 7.2% | | |
|
Dimensional Fund Advisors LP(3)
|
| | | | 4,783,404 | | | | | | 5.5% | | |
|
Macquarie Infrastructure Management (USA) Inc.(4)
|
| | | | 14,097,757 | | | | | | 16.1% | | |
| Directors(5) | | | | | | | | | | | | | |
|
Martin Stanley(6)
|
| | | | 14,129,757 | | | | | | 16.1% | | |
|
Amanda Brock(7)
|
| | | | 13,129 | | | | | | * | | |
|
Norman H. Brown, Jr.(7)
|
| | | | 58,142 | | | | | | * | | |
|
Maria Jelescu-Dreyfus(7)
|
| | | | 13,129 | | | | | | * | | |
|
Ron Kirk(7)
|
| | | | 18,645 | | | | | | * | | |
|
H.E. (Jack) Lentz(7)
|
| | | | 42,885 | | | | | | * | | |
|
Ouma Sananikone(7)
|
| | | | 28,519 | | | | | | * | | |
| Executive Officers(5) | | | | | | | | | | | | | |
| | | | | 46,790 | | | | | | * | | | |
|
Nick O’Neil(9)
|
| | | | 8,700 | | | | | | * | | |
|
Jay Davis
|
| | | | 10,331 | | | | | | * | | |
|
Michael Kernan
|
| | | | 1,000 | | | | | | * | | |
|
All Directors and Executive Officers as a Group
|
| | | | 14,371,027 | | | | | | 16.4% | | |
| | | |
Page
|
| |||
| | | | | A-1 | | | |
| | | | | A-1 | | | |
| | | | | A-1 | | | |
| | | | | A-1 | | | |
| | | | | A-1 | | | |
| | | | | A-1 | | | |
| | | | | A-2 | | | |
| | | | | A-2 | | | |
| | | | | A-2 | | | |
| | | | | A-2 | | | |
| | | | | A-3 | | | |
| | | | | A-3 | | | |
| | | | | A-4 | | | |
| | | | | A-5 | | | |
| | | | | A-5 | | | |
| | | | | A-5 | | | |
| | | | | A-5 | | | |
| | | | | A-5 | | | |
| | | | | A-5 | | | |
| | | | | A-5 | | | |
| | | | | A-5 | | | |
| | | | | A-5 | | | |
| | | | | A-5 | | | |
| | | | | A-6 | | | |
| | | | | A-6 | | | |
| | | | | A-6 | | | |
| | | | | A-6 | | | |
| | | | | A-6 | | | |
| | | | | A-6 | | | |
| | | | | A-6 | | | |
| | | | | | |
Page
|
| |||
| ARTICLE I | | |
Offices
|
| | | | | | |
| | | | | 1 | | | ||||
| | | | | 1 | | | ||||
| ARTICLE II | | |
Stockholders
|
| | | | | | |
| | | | | 1 | | | ||||
| | | | | 1 | | | ||||
| | | | | 1 | | | ||||
| | | | | 1 | | | ||||
| | | | | 2 | | | ||||
| | | | | 2 | | | ||||
| | | | | 2 | | | ||||
| | | | | 2 | | | ||||
| | | | | 3 | | | ||||
| | | | | 3 | | | ||||
| ARTICLE III | | |
Board of Directors
|
| | | | | | |
| | | | | 3 | | | ||||
| | | | | 3 | | | ||||
| | | | | 3 | | | ||||
| | | | | 3 | | | ||||
| | | | | 3 | | | ||||
| | | | | 3 | | | ||||
| | | | | 4 | | | ||||
| | | | | 4 | | | ||||
| | | | | 4 | | | ||||
| | | | | 4 | | | ||||
| | | | | 4 | | | ||||
| | | | | 5 | | | ||||
| | | | | 5 | | | ||||
| ARTICLE IV | | |
Officers
|
| | | | | | |
| | | | | 5 | | | ||||
| | | | | 5 | | | ||||
| | | | | 5 | | | ||||
| | | | | 6 | | | ||||
| | | | | 6 | | | ||||
| | | | | 6 | | | ||||
| | | | | 6 | | | ||||
| | | | | 6 | | | ||||
| ARTICLE V | | |
Capital Stock
|
| | | | | | |
| | | | | | |
Page
|
| |||
| | | | | 7 | | | ||||
| | | | | 7 | | | ||||
| | | | | 7 | | | ||||
| ARTICLE VI | | |
General Provisions
|
| | | | | | |
| | | | | 7 | | | ||||
| | | | | 7 | | | ||||
| | | | | 7 | | | ||||
| ARTICLE VII | | |
Indemnification
|
| | | | | | |
| | | | | 7 | | | ||||
| | | | | 8 | | | ||||
| | | | | 8 | | | ||||
| | | | | 8 | | | ||||
| | | | | 8 | | | ||||
| | | | | 9 | | | ||||
| | | | | 9 | | | ||||
| | | | | 9 | | | ||||
| | | | | 10 | | | ||||
| | | | | 10 | | | ||||
| | | | | 10 | | | ||||
| | | | | 10 | | | ||||
| | | | | 10 | | | ||||
| | | | | 10 | | | ||||
|
ARTICLE VIII
|
| |
Amendments
|
| | | | | | |
| | | |
Page
|
| |||
| | | | | B-2 | | | |
| | | | | B-2 | | | |
| | | | | B-9 | | | |
| | | | | B-9 | | | |
| | | | | B-9 | | | |
| | | | | B-9 | | | |
| | | | | B-10 | | | |
| | | | | B-10 | | | |
| | | | | B-10 | | | |
| | | | | B-10 | | | |
| | | | | B-10 | | | |
| | | | | B-10 | | | |
| | | | | B-11 | | | |
| | | | | B-12 | | | |
| | | | | B-12 | | | |
| | | | | B-12 | | | |
| | | | | B-12 | | | |
| | | | | B-13 | | | |
| | | | | B-15 | | | |
| | | | | B-15 | | | |
| | | | | B-17 | | | |
| | | | | B-17 | | | |
| | | | | B-17 | | | |
| | | | | B-18 | | | |
| | | | | B-18 | | | |
| | | | | B-19 | | | |
| | | | | B-19 | | | |
| | | | | B-20 | | | |
| | | | | B-20 | | | |
| | | | | B-21 | | | |
| | | | | B-21 | | | |
| | | | | B-21 | | | |
| | | | | B-21 | | | |
| | | | | B-22 | | | |
| | | | | B-22 | | | |
| | | | | B-22 | | | |
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Page
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| | | | | B-22 | | | |
| | | | | B-23 | | | |
| | | | | B-23 | | | |
| | | | | B-23 | | | |
| | | | | B-23 | | | |
| | | | | B-24 | | | |
| | | | | B-24 | | | |
| | | | | B-24 | | | |
| | | | | B-25 | | | |
| | | | | B-25 | | | |
| | | | | B-26 | | | |
| | | | | B-26 | | | |
| | | | | B-30 | | | |
| | | | | B-30 | | | |
| | | | | B-30 | | | |
| | | | | B-30 | | | |
| | | | | B-31 | | | |
| | | | | B-32 | | | |
| | | | | B-32 | | | |
| | | | | B-33 | | | |
| | | | | B-33 | | | |
| | | | | B-33 | | | |
| | | | | B-34 | | | |
| | | | | B-34 | | | |
| | | | | B-34 | | | |
| | | | | B-34 | | | |
| | | | | B-34 | | | |
| | | | | B-34 | | | |
| | | | | B-34 | | | |
| | | | | B-34 | | | |
| | | | | B-34 | | | |
| | | | | B-34 | | | |
| | | | | B-35 | | | |
| | | | | B-35 | | | |
| | | | | B-36 | | | |
| | | | | B-36 | | | |
| | | | | B-36 | | | |
| | | | | B-37 | | | |
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Page
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| | | | | B-37 | | | |
| | | | | B-37 | | | |
| | | | | B-37 | | | |
| | | | | B-37 | | | |
| | | | | B-38 | | | |
| | | | | B-38 | | | |
| | | | | B-38 | | | |
| | | | | B-38 | | | |
| | | | | B-39 | | | |
| | | | | B-39 | | | |
| | | | | B-39 | | | |
| | | | | B-39 | | | |
| | | | | B-39 | | | |
| | | | | B-40 | | | |
| | | | | B-40 | | | |
| | | | | B-40 | | | |
| | | | | B-40 | | | |
| | | | | B-40 | | | |
| | | | | B-40 | | | |
| | | | | B-40 | | | |
| | | | | B-41 | | | |
| | | | | B-41 | | | |
| | | | | B-41 | | | |
| | | | | B-41 | | | |
| | | | | B-41 | | | |
| | | | | B-41 | | | |
| | | | | B-41 | | | |
| | | | | B-41 | | | |
| | | | | B-41 | | | |
| | | | | B-42 | | | |
| | | | | B-42 | | | |
| | | | | B-42 | | | |
| | | | | B-42 | | | |
| | | | | B-42 | | | |
| | | | | B-43 | | | |
| | | | | B-43 | | | |
| | | | | B-44 | | | |
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Page
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| | | | | B-44 | | | |
| | | | | B-44 | | | |
| | | | | B-44 | | | |
| | | | | B-44 | | | |
| | | | | B-44 | | | |
| | | | | B-44 | | | |
| | | | | B-45 | | | |
| | | | | B-45 | | | |
| | | | | B-45 | | | |
| | | | | B-47 | | | |
| | | | | B-48 | | | |
| | | | | B-48 | | | |
| | | | | B-48 | | | |
| | | | | B-48 | | | |
| | | | | B-49 | | | |
| | | | | B-49 | | | |
| | | | | B-49 | | | |
| | | | | B-49 | | | |
| | | | | B-49 | | | |
| | | | | B-49 | | | |
| | | | | B-49 | | | |
| | | | | B-50 | | | |
| | | | | B-50 | | | |
| | | | | B-50 | | | |
| | | | | B-51 | | | |
| | | | | B-51 | | | |
| | | | | B-51 | | | |
| | | | | B-52 | | | |
| | | | | B-52 | | | |
| | | | | B-52 | | | |
| | | | | B-52 | | | |
| | | | | B-52 | | | |
| | | | | B-52 | | | |
| | | | | B-53 | | | |
| | | | | B-53 | | | |
| | | | | B-53 | | | |
| | | | | B-53 | | | |
| | | | | B-53 | | | |
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Page
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| | | | | B-54 | | | |
| | | | | B-54 | | | |
| | | | | B-54 | | | |
| | | | | B-54 | | | |
| | | | | B-55 | | | |
| | | | | B-55 | | | |
| | | | | B-55 | | | |
| | | | | B-55 | | | |
| | | | | B-55 | | | |
| | | | | B-55 | | | |
| | | | | B-55 | | | |
| | | | | B-55 | | | |
| | | | | B-55 | | | |
| | | | | B-55 | | | |
| | | | | B-55 | | | |
| | | | | B-55 | | | |
![[MISSING IMAGE: tm2111841d1-proxy_macqpg1bw.jpg]](/DB/SEC/2021-000/1104/659-0464/66-005.jpg "Photo -- [MISSING IMAGE: tm2111841d1-proxy_macqpg1bw.jpg]")
![[MISSING IMAGE: tm2111841d1-proxy_macqpg2bw.jpg]](/DB/SEC/2021-000/1104/659-0464/66-006.jpg "Photo -- [MISSING IMAGE: tm2111841d1-proxy_macqpg2bw.jpg]")
| This ‘DEFM14A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/1/26 | ||||
| 5/12/22 | ||||
| 1/12/22 | ||||
| 12/13/21 | ||||
| 5/11/21 | 8-K | |||
| 5/6/21 | 8-K | |||
| 5/5/21 | ||||
| 4/29/21 | 4 | |||
| Filed on: | 4/5/21 | |||
| 3/30/21 | 425, 8-K | |||
| 3/29/21 | DEF 14A, DEFA14A | |||
| 3/26/21 | ||||
| 3/24/21 | 4 | |||
| 2/17/21 | 10-K, 425, 8-K, SC TO-I, SC TO-I/A | |||
| 2/16/21 | SC 13G | |||
| 2/12/21 | 5, SC 13G | |||
| 2/11/21 | ||||
| 2/10/21 | SC 13G/A | |||
| 2/8/21 | ||||
| 2/5/21 | ||||
| 1/20/21 | ||||
| 1/8/21 | ||||
| 12/31/20 | 10-K, 5 | |||
| 12/23/20 | 8-K, 8-K/A | |||
| 11/8/20 | 8-K | |||
| 7/28/20 | ||||
| 7/7/20 | ||||
| 4/17/20 | ||||
| 4/2/20 | ||||
| 3/10/20 | ||||
| 12/31/19 | 10-K, 5 | |||
| 11/1/19 | SC 13D/A | |||
| 10/31/19 | 10-Q, 8-K | |||
| 1/1/19 | ||||
| 1/1/18 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/17/21 Macquarie Infrastructure Corp. 10-K 12/31/20 118:18M Workiva Inc Wde… FA01/FA 1/25/21 Macquarie Infrastructure Corp. 8-K:1 1/19/21 10:152K Business Wire/FA |