Taskus (TASK) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger with Breeze Merger Corporation, with the company surviving and becoming privately owned by key stakeholders and affiliates.

• The merger consideration is $16.50 per share in cash for each outstanding share of Class A and Class B common stock, representing a premium over recent trading prices.

• The board, following a special committee of independent directors, unanimously recommends approval, citing fairness and best interests for unaffiliated shareholders.

• The merger is structured as a “going private” transaction, with regulatory filings and fairness opinions provided.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the Merger Agreement and, if necessary, on adjournment to solicit additional proxies.

• Approval requires a majority of outstanding voting power of all common stock, a majority of each class voting separately, and a majority of votes cast by public stockholders.

• Voting agreements with major stakeholders effectively assure approval, except for the “majority of the minority” vote.

• Appraisal rights are available for shareholders who dissent and follow statutory procedures.

Board of directors and corporate governance

• A special committee of independent, disinterested directors was formed to evaluate the merger and negotiate terms.

• The special committee and board both unanimously determined the merger is fair and in the best interests of public shareholders.

• Continuing stockholder directors did not participate in the board’s deliberations or vote on the merger.