SunPower Announces Stockholder Approval Of Proposal To Reclassify Class A And Class B Common Stock Into A Single Class Of Common Stock
SAN JOSE, Calif., Nov. 15, 2011 /PRNewswire/ -- SunPower Corp. (NASDAQ: SPWRA, SPWRB) today announced that at a special meeting of stockholders held earlier today, the company's stockholders approved a proposal to reclassify all outstanding shares of its Class A common stock and Class B common stock into a single class of common stock on a one-for-one basis. The reclassification proposal required the affirmative vote of the holders of a majority of the voting power of the Class A common stock and Class B common stock voting as a single class, as well as the affirmative vote of the holders of a majority of the Class B common stock voting as a separate class.
To implement the reclassification, the company will file today a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which will become effective at 5 p.m. Eastern Standard Time on November 16, 2011. Upon the effectiveness of the Restated Certificate of Incorporation, each share of the company's outstanding Class A common stock and Class B common stock will automatically be reclassified as, and become one share of, a new single class of common stock named "common stock" that has the same voting powers, preferences, rights and qualifications, limitations and restrictions as the current Class A common stock.
Stockholders need not take any action to reclassify their shares. Any existing stock certificates validly issued for shares of the company's Class A common stock or Class B common stock will represent shares of the company's new, single class of common stock, and shares held in brokerage accounts will be automatically adjusted by the broker to reflect the reclassification and name change.
The company expects that, beginning on November 17, 2011, trading in the Class A common stock (SPWRA) and Class B common stock (SPWRB) on the Nasdaq Global Select Market will be suspended, and all trading in SunPower common stock will be under the ticker symbol SPWR. The new CUSIP number for SunPower common stock will be 867652 406.Adoption of the reclassification proposal has no effect upon the company's future operations or on the substantive rights of holders of shares of Class A common stock or Class B common stock, except for the elimination of the different voting powers of the two classes of stock.
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