ARC Document Solutions (ARC) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled for November 21, 2024, to vote on a proposed merger with TechPrint Holdings, LLC, under an Agreement and Plan of Merger signed on August 27, 2024.

• The board (excluding Mr. Suriyakumar) recommends voting in favor of the merger proposals.

• Supplemental disclosures have been provided to address recent litigation and shareholder demands regarding the merger process and proxy statement disclosures.

• Forward-looking statements highlight risks and uncertainties related to the merger, including regulatory approvals, litigation, and business disruptions.

Voting matters and shareholder proposals

• Stockholders are being asked to approve the merger agreement and related transactions at the special meeting.

• The board continues to recommend a “FOR” vote on all proposals related to the merger.

Board of directors and corporate governance

• The Special Committee overseeing the merger process has not been disbanded as of November 8, 2024.

• The Special Committee retained independent legal and financial advisors, confirming no conflicts of interest in the two years prior to engagement.

• No discussions regarding post-close employment or compensation occurred between the acquisition group and ARC directors or officers before the merger agreement was executed.