Player---Of course it's contingent on shareholder approval. The shareholders have "to approve" the reverse stock split. Without approval the Board of Directors do NOT have the "discretion" to initiate the split.
3. "To approve a series of amendments to the Company's Restated Certificate of Incorporation (the "Proposed Amendments") to effect a reverse stock split of our Class A Common Stock and Class B Common Stock whereby, at the discretion of our Board of Directors, each outstanding 2, 3 or 4 shares of the Company's Class A Common Stock and Class B Common Stock, respectively, would be combined into and become one share of the Company's Class A Common Stock or Class B Common Stock, as applicable. If approved, the Board of Directors will have the discretion to effect one of such Proposed Amendments and abandon the other Proposed Amendments or to abandon of all of the Proposed Amendments as permitted under Section 242(c) of the Delaware General Corporation Law;"