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Share Name | Share Symbol | Market | Type |
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Immediatek Inc (GM) | USOTC:IMKI | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.000001 | 0.000001 | 0.00 | 01:00:00 |
IMMEDIATEK, INC. |
(Name of Registrant As Specified In Its Charter) |
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No fee required
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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Total fee paid:
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1.
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The election of Robert Hart, Timothy M. Rice and Martin Woodall as directors for a one year term; and
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The ratification of the appointment of Hein & Associates LLP as our independent registered public accounting firm.
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By Order of the Board of Directors:
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/s/ TIMOTHY M. RICE
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Timothy M. Rice
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Chief Executive Officer and President
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1.
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The election of Robert Hart, Timothy M. Rice and Martin Woodall to our board of directors for a term of one year; and
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2.
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The ratification of the appointment of Hein & Associates LLP as our independent registered public accounting firm.
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Robert Hart
(age 53)
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Mr. Hart has served as a director on our board of directors and the board of directors of DiscLive, Inc. since January 15, 2008. Mr. Hart has been the Secretary of Immediatek since January 15, 2008. Mr. Hart is also on the board of directors of IMKI Ventures, Inc. and Officeware Corporation. Each of DiscLive, Inc., IMKI Ventures, Inc. and Officeware Corporation is a wholly-owned subsidiary of the Company. Mr. Hart is the Secretary of DiscLive, Inc. and IMKI Ventures, Inc. Mr. Hart is currently, and for more than the past five years has been, self-employed as an attorney. Since 2001, Mr. Hart has served as an officer and General Counsel to several companies owned and controlled by Mark Cuban, including Radical Management LLC, which is the general partner of Radical Holdings LP, which is the sole stockholder of our Series A and Series B Convertible Preferred Stock, and Radical Investments Management LLC, which is the general partner of Radical Investments LP.
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Timothy M. Rice
(age 47)
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Mr. Rice has served as a director on our board of directors since May 20, 2010. Since September 27, 2010, Mr. Rice has also been our President and Chief Executive Officer. Mr. Rice has served on the board of directors of Officeware Corporation since he founded the company on October 12, 1995. Mr. Rice has been the President of Officeware Corporation since that date as well. Prior to founding Officeware Corporation, Mr. Rice served as a software developer and systems consultant for Ingersoll-Rand, the Federal Aviation Administration, Nissan North America, The Limited and Investcorp Bank B.S.C. He also served as Product Lead for Microsoft Excel throughout the Microsoft Excel 5.0 development and release cycle.
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Martin Woodall
(age 61)
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Mr. Woodall has served on our board of directors since he was appointed on September 27, 2010. Mr. Woodall is currently, and for more than the past five years has been, employed by Radical Ventures L.L.C., which is an affiliate of Radical Holdings LP, and he performs various functions for various companies owned and controlled by Mark Cuban in that position.
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increase the salary of any officer or employee or pay any bonus to any officer, director or employee not contemplated in a budget or bonus plan approved by the Designated Directors; or
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retain, terminate or enter into any salary or employment negotiations or employment agreement with any employee or any future employee.
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Leadership experience
. We believe that directors with experience in significant leadership positions provide us with special insights. These people generally possess extraordinary leadership qualities and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management and the methods to drive change and growth. We believe that each of our directors has experience in significant leadership positions.
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Technology experience
. As a technology company and leading innovator, we seek directors with backgrounds in technology because our success depends on developing and investing in new technologies and access to new ideas. We believe that both Mr. Woodall and Mr. Rice have significant experience in developing and marketing new technologies.
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Financial and financial reporting experience
. We believe that an understanding of financial and financial reporting processes is important for our directors. We measure our operating and strategic performance by reference to financial targets. We expect all of our directors to be financially knowledgeable, though directors are not expected to meet the SEC’s definition of an “audit committee financial expert.”
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Legal
. We believe that an understanding of legal reporting processes is important for our directors. While we retain and rely upon outside legal counsel, we recognize the importance of Mr. Hart’s legal experience as an attorney with relation to regulatory reporting processes and other legal matters.
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Title of Class
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Name and Address of
Beneficial Owner
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Amount and nature of
beneficial ownership
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Percent of
Class
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Common Stock
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Radical Holdings LP
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(*)
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17,799,485
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(1)
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58.1%
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(2)
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c/o Radical Management LLC
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5424 Deloache Avenue
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Dallas, Texas 75220
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Series A Convertible Preferred Stock
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Radical Holdings LP
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(*)
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4,392,286
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100%
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(3)
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c/o Radical Management LLC
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5424 Deloache Avenue
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Dallas, Texas 75220
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Series B Convertible Preferred Stock
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Radical Holdings LP
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(*)
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69,726
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100%
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(4)
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c/o Radical Management LLC
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5424 Deloache Avenue
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Dallas, Texas 75220
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Common Stock
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Radical Investments LP
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(*)
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3,020,382
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9.9%
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(2)
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c/o Radical Investments
Management LLC
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5424 Deloache Avenue
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Dallas, Texas 75220
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Common Stock
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Timothy Rice
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4,804,665
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15.7%
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(2)
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c/o Immediatek, Inc.
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3301 Airport Freeway #200
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Bedford, Texas 76021
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Common Stock
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Chetan Jaitly
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4,439,209
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14.5%
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(2)
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c/o Immediatek, Inc.
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3301 Airport Freeway #200
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Bedford, Texas 76021
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(*)
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Radical Holdings LP and Radical Investments LP have jointly filed a Schedule 13D and have shared power to vote and invest the stock beneficially owned by them. Each entity is directly or indirectly wholly-owned by Mark Cuban. Together, assuming complete conversion of all Series A and Series B Convertible Preferred Stock, Radical Holdings LP and Radical Investments LP own 20,819,867 shares of common stock, or 67.9% of our common stock, on a fully converted basis.
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(1)
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Includes 14,563,804 shares of common stock issuable upon the conversion of 4,392,286 shares of Series A Convertible Preferred Stock and 231,195 shares of common stock that are issuable upon conversion of 69,726 shares of Series B Convertible Preferred Stock.
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(2)
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Based upon 30,660,640 shares of common stock, which assumes conversion of all Series A and Series B Convertible Preferred Stock outstanding as of April 17, 2014.
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(3)
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Based upon 4,392,286 shares of Series A Convertible Preferred Stock outstanding as of April 17, 2014. Such shares may be converted into 14,563,804 shares of common stock.
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(4)
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Based upon 69,726 shares of Series B Convertible Preferred Stock outstanding as of April 17, 2014. Such shares may be converted into 231,195 shares of common stock.
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Title of Class
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Name of beneficial owner
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Amount and nature of beneficial
ownership
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Percent of class
(1)
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Common Stock
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Martin Woodall
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60,000
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Common Stock
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Robert Hart
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200,000
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Common Stock
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Timothy M. Rice
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4,804,665
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15.7%
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Common Stock
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Chetan Jaitly
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4,439,209
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14.5%
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Common Stock
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Timothy McCrory
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—
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*
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Common Stock
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All directors and executive officers, as a group
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(2)
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9,503,874
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31.0%
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*
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Represents less than one percent of the outstanding shares of our common stock.
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(1)
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Based upon 30,660,640 shares of common stock, which assumes conversion of all Series A and Series B Convertible Preferred Stock outstanding as of April 17, 2014.
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(2)
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Represents five persons: Messrs. Woodall, Hart, Rice, McCrory and Jaitly.
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2012 and 2013 Summary Compensation Table
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Name and Principal Position
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Year
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Salary ($)
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All Other
Compensation ($)
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Total ($)
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Timothy M. Rice
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Chief Executive Officer
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2013
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$ | 174,071 | — | $ | 174,071 | ||||||||||
and President
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2012
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$ | 174,071 | — | $ | 174,071 | ||||||||||
Robert Hart
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Secretary
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2013
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$ | — | — | $ | — | ||||||||||
2012
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$ | — | — | $ | — | |||||||||||
Chetan Jaitly
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Vice President and
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2013
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$ | 174,071 | — | $ | 174,071 | ||||||||||
Chief Information Officer
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2012
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$ | 174,071 | — | $ | 174,071 | ||||||||||
of Officeware Corporation
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Timothy R. McCrory
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Vice President and
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2013
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$ | 132,862 | — | $ | 132,862 | ||||||||||
Chief Financial Officer
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2012
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$ | 80,708 | — | $ | 80,708 |
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a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and, in the event that such business includes a proposal regarding the amendment of either our Articles of Incorporation or Bylaws, the language of the proposed amendment;
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the name and address, as they appear on our books, of the stockholder proposing such business;
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a representation of the stockholder as to the class and number of shares of our capital stock that are beneficially owned by such stockholder, and the stockholder’s intent to appear in person or by proxy at the meeting to propose such business;
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a list of the names and addresses of other beneficial owners of shares of our capital stock, if any, with whom such stockholder is acting in concert, and the number of shares of each class of our capital stock beneficially owned by each such beneficial owner; and
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any material interest of the stockholder in such proposal or business.
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the name, age and business and residential addresses of each person to be nominated;
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the principal occupation or employment of each person to be nominated;
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the class and number of shares of our capital stock beneficially owned by each person to be nominated;
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the name and address of the person submitting the nomination or nominations;
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the number of shares of each class of our capital stock of which the person submitting the nomination or nominations is the beneficial owner;
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the name and address of each of the persons with whom the person submitting the nomination or nominations is acting in concert with;
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the number of shares of our capital stock beneficially owned by each person with whom the person submitting the nomination or nominations is acting in concert with;
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a description of all arrangements or understandings between the person submitting the nomination or nominations and each person to be nominated and any other persons (naming those persons) pursuant to which the nomination or nominations are to be made by the stockholder;
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other information with respect to each person to be nominated that would be required to be provided in a proxy statement prepared in accordance with Regulation 14A promulgated under the Exchange Act; and
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a consent executed by each person to be nominated to the effect that, if elected as a member of our board of directors, he or she will serve.
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1 Year Immediatek (GM) Chart |
1 Month Immediatek (GM) Chart |
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