2022 Special Meeting of Stockholders

September 13, 2022

PRESENTATION

Operator

Hello and welcome to Twitter's 2022 special Meeting of Stockholders. Now, I'll turn the call over to Parag Agarwal, Chief Executive Officer.

Parag Agrawal - Twitter, Inc. - CEO

Hello, everyone. Welcome to the special meeting of stockholders of Twitter. My name is Parag Agrawal, and I'm the CEO of the company. I will act as chairperson of this meeting. We are pleased that you could join us today. Your interest in and support of Twitter is appreciated. Now, I'd like to turn things over to Sean Edgett, our general counsel, to conduct the business of the meeting.

Sean Edgett, Twitter, Inc. - General Counsel

Thanks, Parag. And hello, everyone. Thank you for joining us today. I'm Sean Edgett, the general counsel of Twitter. In the event that my access to the meeting is disconnected, Kevin Cope, Deputy General Counsel, will step in for me and he will conduct any remaining business of the meeting. Mr. Cope will also act as secretary of this meeting. I will now call this meeting to order. Kevin, would you now report on the presence of a quorum?

Kevin Cope, Twitter, Inc. - Deputy General Counsel

Thank you, Sean. The record date for the determination of holders of shares of Twitter's common stock entitled to vote at this meeting was July 22nd, 2022. Copies of the notice of special meeting, proxy statement and form of proxy were mailed to stockholders on or about July 26, 2022. I have been given an affidavit of mailing by Twitter's proxy solicitor, which will be filed with the minutes of this meeting.

As of the record date, there were 765,246,152 shares of Twitter's common stock outstanding and entitled to vote at this meeting. Each share is entitled to one vote. A quorum exists if the holders of a majority of the voting power of Twitter's capital stock issued and outstanding and entitled to vote at this meeting, are present in person or represented by proxy based on a preliminary account. A quorum is present at this meeting, and it may proceed.

Sean Edgett, Twitter, Inc. - General Counsel

Thank you, Kevin.

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In order to allow stockholders attending the meeting sufficient time to vote at the meeting, we are opening the polls now. You can vote your shares by clicking on the appropriate link on the virtual meeting website. If you have questions on how to vote your shares at the meeting, you can submit them through the meeting site. As a reminder, if you have previously submitted a proxy and do not wish to change your voting instructions, you should not vote at this meeting. By voting at this meeting, you will revoke your prior proxy. We will provide another reminder to vote your shares before we close the polls.

It is now 10:03 Pacific Time on September 13, 2022, and the polls are now open.

Tony Carideo, a representative of Broadridge Financial Solutions has been appointed as the inspector of election to supervise the vote at this meeting. He has taken the oath of office, which I direct to be filed with the minutes of this meeting. The inspector of elections has been appointed for, among other things, counting all votes.

A copy of the rules of conduct for this meeting are accessible by clicking on the appropriate link on the virtual meeting website. We appreciate your observing the meeting procedures. Again, the only questions that we will address at this meeting are those related to how to vote your shares. There will not be a general question and answer session at this time.

We will now proceed with the formal business of the meeting.

There are two items of business to be voted on today.

The first item of business is the proposal to adopt the agreement and plan of merger dated as of April 25th, 2022, as it may be amended from time to time by and among Twitter Inc, X Holdings one Inc, X Holdings two Inc and solely for the purposes of certain provisions of the merger agreement, Elon Musk. Twitter's Board of Directors recommends that you vote to adopt the merger agreement.

The second item of the business of this meeting is a proposal to approve on a non-binding advisory basis the compensation that will or may become payable by Twitter to its named executive officers in connection with the merger.

Twitter's board of Directors recommends that you vote to approve this proposal.

I've been advised that based on the preliminary tabulation of the votes, there are sufficient votes to approve Proposal one. Accordingly, we will not be submitting for a vote on Proposal two as, sorry, proposal three as described in the company's proxy statement, which relates to adjournment of the meeting.

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As a reminder, the polls are open for stockholders to vote on proposals one and two. You can vote your shares by clicking on the appropriate link on the virtual meeting website. If you have questions on how to vote your shares at the meeting, you can submit them. As a reminder, if you have previously submitted a proxy and do not wish to change your voting instructions, you should not vote at this meeting. By voting, you will revoke your prior proxy. We will provide another reminder to vote your shares before we close the polls.

Kevin, have we received any relevant stockholder questions?

Kevin Cope, Twitter, Inc. - Deputy General Counsel

No, we have not received any relevant stockholder questions.

Sean Edgett, Twitter, Inc. - General Counsel

Thanks, Kevin. We will pause now to give stockholders a final opportunity to vote. The polls will close shortly thereafter.

It is now 10:06 Pacific Time on September 13, 2022, and the polls are now closed.

At this time, all of the proxies and ballots are in the custody of the inspector of election.

Based on the preliminary count, stockholders have approved both proposals. The final tabulation of the votes on each of the matters presented at today's meeting will be publicly reported to stockholders at a later date and will appear in the Form 8-K to be filed with the Securities and Exchange Commission.

This concludes the formal portion of the meeting, and the meeting is now adjourned. We express our sincere appreciation to those stockholders who attended this meeting, as well as to those who submitted their proxies but were unable to be present in person or virtually, are grateful for your interest in and support of Twitter. Thank you.

Operator

This now concludes the meeting. Thank you for joining and have a pleasant day.

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Twitter Inc. published this content on 15 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 September 2022 22:49:06 UTC.