ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the special meeting (the "Special Meeting") of
1. Proposal to adopt and approve the agreement and plan of merger, dated as
of
For: 16,713,505 Against: 16,504 Abstain: 10,691
2. Non-binding, advisory proposal to approve specified compensation that may be paid or become payable to the Company's named executive officers based on or otherwise related to the merger:
For: 16,166,944 Against: 552,327 Abstain: 21,429
3. Proposal to adjourn or postpone the special meeting to a later date or time, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting, by or at the direction of the Company's board of directors:
For: 15,331,726 Against: 1,398,493 Abstain: 10,481
No other proposals were submitted for stockholder action. Each of the proposals was approved by the requisite vote of the Company's common stock. Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.
The adoption of the merger agreement also constitutes approval of the merger and
the other transactions contemplated by the merger agreement. Subject to
satisfaction of the terms and conditions of the Merger Agreement, the closing of
the Merger is anticipated to occur on or about
2
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