QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
This proxy statement is being provided to you in connection with the solicitation of proxies by the Board of Directors of Aris for use at the
Annual Meeting to be held on Wednesday, June 7, 2023, at 9:00 a.m. Central Time, or at any adjournments or postponements thereof.
Where is
the Annual Meeting being held?
The Annual Meeting is being held at 9811 Katy Freeway, Suite 700, Houston, Texas 77024.
Who may vote at the Annual Meeting of stockholders?
Stockholders who owned shares of the Companys common stock, par value $.0001 per share, as of 5:00 p.m. Eastern Time on
April 12, 2023 are entitled to vote at the Annual Meeting. As of the record date, there were 30,073,594 shares of the Companys Class A common stock and 27,554,566 shares of the Companys Class B common stock outstanding.
Holders of the Companys Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders at the Annual Meeting for their vote or approval.
What proposals will be addressed at the Annual Meeting?
Stockholders will be asked to consider the following proposals at the Annual Meeting:
1. To elect three Class II directors to serve as directors on the Board until the 2026 annual meeting of stockholders or until their
successors are duly elected and qualified;
2. To approve an amendment to the Companys Amended and Restated Certificate of
Incorporation to provide exculpation from liability for certain officers of the Company in accordance with recent amendments to Delaware law; and
3. To ratify the selection by our Audit Committee of BDO USA, LLP (BDO) to serve as our independent registered public accounting
firm for the year ending December 31, 2023.
We will also consider any other business that properly comes before the Annual Meeting.
How does the Board of Directors recommend that I vote?
The Board unanimously recommends that stockholders vote FOR each nominee for director, FOR the amendment
of the Companys Amended and Restated Certificate of Incorporation to provide exculpation from liability for certain officers of the Company in accordance with recent amendments to Delaware law, and FOR the ratification of
the selection of BDO as our independent registered public accounting firm.
How many votes must be present to hold the Annual Meeting?
In order for us to conduct the Annual Meeting, a quorum, consisting of a majority of the voting power of the stock outstanding and entitled to
vote at the Annual Meeting, must be present or represented by proxy.
How many votes do I have?
Each share of common stock is entitled to one vote on each matter that comes before the Annual Meeting.
33