Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 31, 2022, CynergisTek, Inc., a Delaware corporation ("CynergisTek")
held a special meeting of stockholders virtually via an audio webcast (the
"Special Meeting"). As of July 15, 2022, the record date for the Special
Meeting, there were 13,256,570 shares of CynergisTek common stock, par value
$0.001 per share ("Common Stock"), outstanding and entitled to vote at the
Special Meeting. At the Special Meeting, 8,406,381 shares of Common Stock were
virtually present or represented by proxy and, therefore, a quorum was present.
CynergisTek's stockholders voted on the following items at the Special Meeting:
1. To consider and vote on the proposal to (a) approve and adopt the Agreement
and Plan of Merger, dated as of May 23, 2022 (as amended from time to time, the
"Merger Agreement"), by and among CynergisTek, Clearwater Compliance LLC, a
Tennessee limited liability company ("Parent"), and Clearwater Compliance
Acquisition Company I, a Delaware corporation and a wholly owned subsidiary of
Parent ("Merger Sub"), and (b) pursuant to the terms of the Merger Agreement,
approve the merger of Merger Sub with and into CynergisTek, as a result of which
the separate corporate existence of Merger Sub will cease, with CynergisTek
continuing as the surviving corporation (the "Merger") and a wholly owned
subsidiary of Parent (the "Merger Proposal");
2. To consider and vote on the proposal to approve, on an advisory (non-binding)
basis, the compensation that may be paid or become payable to CynergisTek's
named executive officers that is based on or otherwise relates to the Merger
Agreement and the transactions contemplated by the Merger Agreement (the
"Compensation Proposal"); and
3. To consider and vote on any proposal to adjourn the Special Meeting from time
to time, if necessary or appropriate as determined in the discretion of the
Board of Directors of CynergisTek to solicit additional proxies if there are
insufficient votes to approve and adopt the Merger Agreement and approve the
Merger at the time of the Special Meeting (the "Adjournment Proposal").
The Merger Proposal received the following votes:
For Against Abstain
8,282,851 122,985 545
Based on the votes set forth above, the stockholders approved the Merger
Proposal.
The Compensation Proposal received the following votes:
For Against Abstain
7,364,910 942,559 98,912
Based on the votes set forth above, the stockholders approved the Compensation
Proposal.
The Adjournment Proposal was rendered moot in light of the approval of the
Merger Proposal.
Item 8.01Other Events.
On August 31, 2022, CynergisTek issued a press release announcing the results of
the Special Meeting. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
99.1 Press Release, dated August 31, 2022
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