Item 5.07 Submission of Matters to a Vote of Security Holders
As of the close of business on
• a proposal to approve the Company Merger pursuant to the terms of the Merger Agreement (the "Merger Proposal"); and • a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Mergers (the "Advisory Compensation Proposal").
At the Special Meeting, the Company's common stockholders approved the Merger Proposal and the Advisory Compensation Proposal. Because there were sufficient votes present to approve the Merger Proposal, a third proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies, was rendered moot and was not presented.
The final voting results for each proposal are set forth below.
Merger Proposal
At the Special Meeting, the Company's common stockholders voted to approve the Company Merger. The table below sets forth the voting results for this proposal:
Votes For Votes Against Abstentions 114,860,092 262,543 13,899 1
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Advisory Compensation Proposal
At the Special Meeting, the Company's common stockholders voted to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Mergers. The table below sets forth the voting results for this proposal:
Votes For Votes Against Abstentions 69,096,595 44,345,733 1,694,206
Because none of the proposals before the Special Meeting were "routine" matters, there were no broker non-votes occurring in connection with these proposals at the Special Meeting.
Subject to the satisfaction or waiver of all of the conditions to the closing of
the Mergers in the Merger Agreement, the Mergers are expected to be completed on
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press Released issuedAugust 4, 2022 104 Cover page interactive data file (embedded within the Inline XBRL document) 2
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