Item 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting of stockholders (the "Special Meeting") of Benefitfocus, Inc.,
a Delaware corporation (the "Company"), was held at the Company's offices
located at 215 Benefitfocus Way, Charleston, South Carolina 29492 on January 20,
2023 at 10:00 AM, Eastern Time. The Special Meeting was held in order to vote
upon the proposals set forth in the definitive proxy statement of the Company
filed with the Securities and Exchange Commission (the "SEC") on December 19,
2022 (as amended and supplemented by the Company in its Current Report on
Form 8-K, filed with the SEC on January 13, 2023, the "Proxy Statement")
relating to the merger transaction (the "Merger") contemplated by the Agreement
and Plan of Merger, dated as of November 1, 2022, as amended and restated by the
Amended and Restated Agreement and Plan of Merger, dated as of December 19, 2022
(as may be further amended or modified from time to time in accordance with its
terms, the "Merger Agreement"), by and among the Company, Voya Financial, Inc.,
a Delaware corporation ("Parent"), and Origami Squirrel Acquisition Corp, a
Delaware corporation and wholly owned subsidiary of Parent.
As of the close of business on December 16, 2022, the record date for the
Special Meeting, there were 34,478,535 shares of the Company's Common Stock, par
value $0.001 per share ("Common Stock"), outstanding and 1,777,778 shares of the
Company's Series A Convertible Preferred Stock, par value $0.001 per share
("Preferred Stock" and, together with Common Stock, "Capital Stock"),
outstanding, convertible into 5,333,334 shares of Common Stock, representing a
total of 39,811,869 shares of Common Stock eligible to vote at the Special
Meeting (with the holders of Preferred Stock voting on an as-converted basis). A
total of 29,408,121 shares of Common Stock (including shares of Common Stock
underlying the Preferred Stock) were present in person or by proxy at the
Special Meeting, representing 73.86% of the total voting power of the holders of
Capital Stock voting as a single class (with the holders of Preferred Stock
voting on an as-converted basis subject to a 19.9% beneficial ownership
limitation), which constituted a quorum to conduct business at the Special
Meeting. Each holder of Common Stock was entitled to one vote for each share of
Common Stock held of record as of the record date for the Special Meeting, and
each holder of Preferred Stock was entitled to one vote for each share of Common
Stock underlying each share of Preferred Stock held of record as of the record
date for the Special Meeting, which was equivalent to three votes per share of
Preferred Stock.
The following are the voting results of the proposals considered and voted upon
at the Special Meeting, each of which is described in the Proxy Statement:
Proposal No. 1
To adopt the Merger Agreement. The proposal was approved by the votes indicated
below:
Votes For Votes Against Votes Abstaining Broker Non-Votes
29,295,566 63,273 49,282 N/A
Proposal No. 2
To approve, by a non-binding advisory vote, certain compensation that will or
may be paid by the Company to certain of its named executive officers that is
based on or otherwise relates to the Merger. The proposal was approved by the
votes indicated below:
Votes For Votes Against Votes Abstaining Broker Non-Votes
26,044,676 606,817 2,756,628 N/A
Item 8.01 Other Events
On January 20, 2023, the Company issued a press release announcing the voting
results from the Special Meeting. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Press Release, dated January 20, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
BENEFITFOCUS, INC. 
