11 unchanged sentences
Additionally, the NYSE rules provide a 12-month phase-in period from the date a company ceases to be a controlled company to comply with the majority independent board requirement.
−Removed: As of the date of this report, we have one independent committee member on each of the Nominating and Corporate Governance and the Compensation Committees of the Board, our Audit Committee is comprised entirely of independent directors and we are in compliance with the phase-in requirements described above.
+Added: As of the date of this report, we have two independent committee members on each of the Nominating and Corporate Governance and the Compensation Committees of the Board, our Audit Committee is comprised entirely of independent directors and we are in compliance with the phase-in requirements described above.
Until we are fully subject to these requirements, our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.
Apollo continues to exert significant influence over us, and its interests may conflict with our interests and the interests of other stockholders.
−Removed: While we are no longer a “controlled company,” Apollo continues to be able to exert significant influence over us and as of March 31, 2024 had the right to, among others, nominate 50% of our directors pursuant to the amended and restated Stockholders Agreement between ADT and Prime TopCo LP and one of our Co-Investors (as defined therein).
+Added: While we are no longer a “controlled company,” Apollo continues to be able to exert significant influence over us and as of June 30, 2024 had the right to, among other things, nominate 50% of our directors pursuant to the Amended and Restated Stockholders Agreement, dated December 14, 2018, (the “Stockholders Agreement”) between the Company and Ultimate Parent and the Co-Investors (as defined therein).
The interests of Apollo and its affiliates, including funds affiliated with Apollo, could conflict with or differ from our interests or the interests of our other stockholders.
2 unchanged sentences
Apollo and its affiliates may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us.
−Removed: Any such investment may increase the potential for the conflicts of interest discussed in this risk
+Added: Any such investment may increase the
+Added: potential for the conflicts of interest discussed in this risk factor.
So long as funds affiliated with Apollo continue to directly or indirectly own a significant amount of our equity, even if such amount is less than 50%, Apollo and its affiliates will continue to be able to substantially influence or effectively control our ability to enter into corporate transactions.
4 unchanged sentences
Recently, stockholders agreements and bylaw provisions of this nature have been challenged on the basis that they conflict with the Delaware General Corporate Law (“DGCL”).
−Removed: Following the recent decision from the Chancery Court of the State of Delaware in West Palm Beach Firefighters’ Pension Fund v.
−Removed: Moelis & Company holding that certain of those types of provisions are invalid under the DGCL, the Board has received two demands (collectively, the “Demands”) from purported stockholders requesting that the Board take all action necessary to amend the Stockholders Agreement and the Bylaws to comply with the DGCL.
−Removed: Absent such changes, the purported shareholder threatens to take further action, including possibly commencing litigation.
−Removed: The Board is evaluating the Demands;
−Removed: the outcome of this matter is uncertain.
+Added: Following the recent decision from the Court of Chancery of the State of Delaware in West Palm Beach Firefighters’ Pension Fund v.
+Added: Moelis & Company holding that certain of those types of provisions are invalid under the DGCL, the Board received two demands from purported stockholders requesting that the Board take all action necessary to amend the Stockholders Agreement and the Bylaws to comply with the DGCL.
+Added: Absent such changes, the purported stockholders threatened to take further action, including possibly commencing litigation.
+Added: On July 17, 2024, the Governor of Delaware signed into law certain amendments to the DGCL, which became effective August 1, designed to address concerns following the Moelis decision (the “DGCL Amendments”).
+Added: Among other things, the DGCL Amendments provide that even outside of its certificate of incorporation, a corporation can enter into agreements giving stockholders consent rights or specifying that the corporation, stockholders, or directors will take certain actions or will refrain from taking certain actions.
+Added: The DGCL Amendments state that they do not apply to or affect any civil action or proceeding completed or pending on or before August 1, in which case the provisions of the DGCL predating the DGCL Amendments apply.
+Added: As of the latest practicable time prior to filing this Quarterly Report on Form 10-Q, the Company is not aware of any such suit having been filed against the Company, but it is possible that any such suit may not yet be publicly available on the court docket.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.