EFTA01366673.pdf

Amendment #4 Page 244 of 868 •i Steven Teeerfere, Director Nominee Steven Tesonere will be appointed to ors board of directors in connecton with are complebon of this °trent° Mr resalee also catently serves as a director of TerraForm Porter Mr. Tesonere is a Managing Precool and Podia ci Manager a Altai Capital Management, L P Pnor t0 founding Alter Captal in 2009, Mr resonate was an anafyst at Anchorage Capital Grow, L L C from 2003 to 2009, and poor to that. he was an Associate at Goldman. Sachs & Co and an Analyst at The Blacks ice Group. LP Mr readere is a member of the board of drectors of Sunalson Mr resales dirge extensive fnan0al management experience and financial expertise to our board of effectors which a ows him to bring yaks!** cortnbutons n finance develop ant Controlled company For purposes of the applicable stock exchange rues, we expect to be a *cortrolled company' Controlled companies aider those rules are companies of which more tran 50% of the voting power for Me election of directors is hekl by an irCondual, a group or another company. Our Sponsor wit ortinue to control more than 50% of the combined voting power of our common stock upon completion of this offering and, as a result we have the right to designate a mapray of the members of our board of directors for nomination fa electron arid the voting power to elect such directors. Accordingly. we expect to be egg de to. and we intend to. lake advartage of certain exemptone from corporate governance requirements provided in the applicable stock eel:have rules Spealicairy, as a cottoned company. we would not be recured to have (i) a majority of independent directors, (a) a nomnaang and corporate governance commttee composed entirely d irdependert directors (ii) a compensation committee composed eraely of mdependert orectors nor (iv) an annual performance evaluation of the none-sag and corporate governance and compensation committee We wand to rely on to exceptions with respect to having a meanly of independent directors. establishng a compensation ocenmeee or nomrating committee and annual performeroe evaluation of such committees. Accadinay, you will net have the same potectons afforded to stockholders of companies that are euttect to al of the applicable stock exchange rules The controlled canpany erempon does not modify the independence requirements fa the sisal comrade. and we intend to candy with Me remanent& of de SarbaneeOxley Act and tie applicable NASDAQGlobe Select Market noes, witch require that our audit commtee be composed of at least three members, one d wham we be independent icon to listing of our Class A common stock on the NASDAQ Global Select Market a rrejonly of whom will be ridependent within 90 days of the dab, of this prospectus, and each of whom will boldest,dent within ore year of tae date of this pore:eau& In addition, folbwing this offering, we will have a Corporate Governance and Conflicts Connetee composed of independent directors Board composition Upon the completon of the offenng. our board of &eclat will cones, of nine members of which five we be appointed prior to or in connects:inwith the completion of this ctfenng Our board el directors wit be teammate for among other thngs. overseeing the conduct or Our business, renewing and, where appopmete approving our long-term strategc, financal and organizational goals and pers, and reviewing the performance of our chief executive officer and other members of senior management Following the end of each year our board 01 directors vat conduct an anneal self.evaketon, which includes a review of any areas in which the board of d rectors or management believes eve board or directors can make a better contritubon to Our corporate governance, as well as a rewew of the =wrath* structure and an assessment of the board of directors compliance with corporate governance penciples h futfillirg the board of directors' responsibildes, directors have full access to our management and independent advisor. Oa board el.:erectors, as a what and through its committees, WI have responsibility for the oversight of risk management Our senor management is responsible fa assessing and managing Ott reek; on a day.teday basis 236 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058201 CONFIDENTIAL SONY GM_00204385 EFTA01366673