Taskus (TASK) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger where Breeze Merger Corporation will merge with and into the company, with the company surviving and becoming privately owned by the Continuing Stockholders and other holders of Continuing Shares, if any.

• Each share of Class A and Class B common stock (except certain excluded, continuing, or dissenting shares) will be converted into the right to receive $16.50 in cash per share, without interest.

• The board established a Special Committee of independent directors to review, evaluate, and negotiate the merger, which unanimously recommended the transaction as fair and in the best interests of unaffiliated security holders.

• The board, acting on the Special Committee’s recommendation, unanimously approved the merger and recommends shareholders vote in favor.

• The merger is structured as a “going private” transaction and is subject to multiple shareholder approvals, including a majority of the minority vote.

Voting matters and shareholder proposals

• Shareholders will vote on two proposals: (1) adoption of the Merger Agreement and (2) approval of any adjournment of the special meeting to solicit additional proxies if needed.

• Approval of the merger requires affirmative votes from a majority of the outstanding voting power of both Class A and Class B shares, voting as separate classes, and a majority of the votes cast by public stockholders.

• Continuing Stockholders have entered into voting agreements to vote their shares in favor of the merger, effectively assuring approval except for the majority of the minority vote.

• Appraisal rights are available to shareholders who do not vote in favor and follow statutory procedures.

Board of directors and corporate governance

• The Special Committee, composed solely of independent and disinterested directors, was empowered to negotiate and approve or reject the merger.

• The board and Special Committee held multiple meetings, engaged independent legal and financial advisors, and considered alternative transactions and the company’s standalone prospects.

• The directors and executive officers, including the co-founders, have interests in the merger that may differ from other shareholders, including continued ownership and amended equity awards.