Schedule 14a information


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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨

Preliminary Proxy Statement

 

¨

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

x

Definitive Proxy Statement

 

¨

Definitive Additional Materials

 

¨

Soliciting Material Pursuant to § 240.14a-12

Zynga Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

 

x

No fee required.

 

¨

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

1.

Title of each class of securities to which transaction applies:

 

  

 

 

2.

Aggregate number of securities to which transaction applies:

 

  

 

 

3.

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):

 

  

 

 

4.

Proposed maximum aggregate value of transaction:

 

  

 

 

5.

Total fee paid:

 

  

 

 

¨

Fee paid previously with preliminary materials.

 

¨

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

6.

Amount Previously Paid:

 

  

 

 

7.

Form, Schedule or Registration Statement No.:

 

  

 

 

8.

Filing Party:

 

  

 

 

9.

Date Filed:

 

  

 

 

 

 
ZYNGA INC.

699 8San Francisco, CA 94103

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 11, 2015

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Zynga Inc., a Delaware corporation (the “Company”). The meeting will be held on Thursday, June 11, 2015 at 10:00 a.m. local time at the Company’s headquarters located at 699 8 

 

1.

To elect seven (7) nominees for director to serve until the next annual meeting and until their successors are duly elected and qualified.

 

 

2.

To approve the material terms of the performance goals under the Company’s 2011 Equity Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

 

 

3.

To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement.

 

 

4.

To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2015.

 

 

5.

To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is April 27, 2015. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. A complete list of such stockholders will be available for examination at our offices in San Francisco, California during normal business hours for a period of ten days prior to the annual meeting.

By Order of the Board of Directors,

 



Devang Shah

General Counsel, Secretary and Vice President

San Francisco, California

April 28, 2015

Whether or not you expect to attend the annual meeting, please submit your proxy or vote via the internet as soon as possible so that your shares can be voted at the annual meeting in accordance with your instructions. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 11, 2015: The proxy statement and Zynga’s Annual Report on Form 10-K for fiscal year 2014 are available electronically at http://www.astproxyportal.com/ast/17382.
ZYNGA INC.

699 8SAN FRANCISCO, CA 94103

PROXY STATEMENT

FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS

JUNE 11, 2015

This proxy statement is furnished in connection with the solicitation of proxies by the board of directors of Zynga Inc., a Delaware corporation (the “Company” or “Zynga”), for use at the Company’s 2015 Annual Meeting of Stockholders, to be held at 10:00 a.m. local time on Thursday, June 11, 2015 at the Company’s headquarters located at 699 8QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about May 1, 2015 to all stockholders of record entitled to vote at the annual meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or after May 11, 2015.

How do I attend the annual meeting?

The meeting will be held on Thursday, June 11, 2015 at 10:00 a.m. local time at the Company’s headquarters, located at 699 8Who can vote at the annual meeting?

You are entitled to vote at the 2015 Annual Meeting if you were a stockholder of record at the close of business on April 27, 2015, the record date for the meeting. On the record date, there were 785,102,326 shares of our Class A common stock outstanding, 114,319,498 shares of our Class B common stock outstanding and 20,517,472 shares of our Class C common stock outstanding.

Stockholder of Record: Shares Registered in Your Name

You are a stockholder of record if your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, at the close of business on April 27, 2015. As a stockholder of

 

-i-
record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted. See pages ii and iii for detailed instructions on how to vote your shares.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization at the close of business on April 27, 2015, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you will need to provide proof of beneficial ownership on the record date, such as the Notice or voting instruction you received from your broker, bank or other agent to be admitted to the annual meeting. You may also bring your brokerage statement reflecting your ownership of shares as of the close of business on April 27, 2015. Please note that you will not be able to vote your shares at the meeting unless you request and obtain a valid proxy from your broker, bank or other agent.

What am I voting on?

There are four matters scheduled for a vote:

 

 



 

Proposal 1: Election of Directors (page 12). The Board of Directors and the Nominating and Corporate Governance Committee of the Board believe that the seven director nominees are qualified to provide effective oversight of the business and quality advice and counsel to the Company’s management;

 

 



 

Proposal 2: Approval of the Material Terms of Performance Goals Under the Company’s 2011 Equity Incentive Plan (page 17) . The Board of Directors and the Compensation Committee of the Board seek approval of the material terms of the performance goals under the Company’s 2011 Equity Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code;

 

 



 

Proposal 3: Advisory Vote to Approve Executive Compensation (page 25). The Company seeks a non-binding advisory vote from the stockholders to approve compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis section beginning on page 32 and the Compensation Tables section beginning on page 43; and
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