Item 5.07. Submission of Matters to a Vote of Security Holders.
At a special meeting of the stockholders of Endurance International Group
Holdings, Inc. (the "Company") held on January 14, 2021 (the "Special Meeting"),
the Company's stockholders voted on the proposals set forth below relating to
the Agreement and Plan of Merger, dated as of November 1, 2020 (the "Merger
Agreement"), by and among the Company, Endure Digital Intermediate Holdings,
Inc. (formerly known as Razorback Technology Intermediate Holdings, Inc.)
("Parent") and Endure Digital, Inc. (formerly known as Razorback Technology,
Inc.), a wholly owned subsidiary of Parent ("Merger Sub"), providing for the
merger of Merger Sub with and into the Company, with the Company surviving the
merger as a wholly-owned subsidiary of Parent (the "Merger"). The proposals are
described in detail in the Company's definitive proxy statement filed with the
Securities and Exchange Commission (the "SEC") on December 14, 2020 (as amended
or supplemented thereafter, the "Proxy Statement") and first mailed to the
Company's stockholders on December 14, 2020. The final voting results regarding
each proposal are set forth below. There were 141,713,327 shares of Company
common stock outstanding and entitled to vote on the record date for the Special
Meeting, and 110,561,850 shares of company common stock were represented in
person or by proxy at the Special Meeting, which number constituted a quorum.
Proposal No. 1. To adopt the Merger Agreement.
This proposal was approved by the requisite vote of the Company's stockholders.
For Against Abstain
110,360,629 13,123 188,098
Proposal No. 2. To approve, on a nonbinding advisory basis, the "golden
parachute" compensation that will or may become payable to the Company's named
executive officers in connection with the Merger as reported on the Golden
Parachute Compensation table in the Proxy Statement.
This proposal was approved by the requisite vote of the Company's stockholders.
For Against Abstain
102,738,927 990,890 6,832,033
Proposal No. 3. To approve one or more adjournments of the special meeting to a
later date or dates, if necessary or appropriate, to solicit additional proxies
to approve the proposal to adopt the Merger Agreement if there are insufficient
votes at the time of the Special Meeting to adopt the Merger Agreement.
This proposal was approved by the requisite vote of the Company's stockholders,
but adjournment of the Special Meeting was unnecessary because there was a
quorum present and there were sufficient votes received at the time of the
Special Meeting to approve the proposal to adopt the Merger Agreement.
Forward-Looking Statements
This filing contains "forward-looking statements" as defined in the U.S. Private
Securities Litigation Reform Act of 1995. The reader is cautioned not to rely on
these forward-looking statements, such as statements regarding the proposed
transaction between Parent and the Company, the expected timetable for
completing the transaction, future financial and operating results, benefits and
synergies of the transaction, future opportunities for the combined company and
any other statements about the Parent's and the Company's managements' future
expectations, beliefs, goals, plans or prospects. These statements are based on
current expectations of future events, and these include statements using the
words such as "will," "believes," "plans," "anticipates," "expects," "estimates"
and similar expressions. If underlying assumptions prove inaccurate or known or
unknown risks or uncertainties materialize, actual results could vary materially
from the expectations of the Company. Risks and uncertainties include, but are
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not limited to: the risk that the transaction may not be completed in a timely
manner or at all, which may adversely affect the Company's business and the
price of its common stock; the failure to satisfy the conditions to the
consummation of the transaction; the failure of the purchaser to obtain the
necessary financing pursuant to the arrangements set forth in the debt
commitment letters delivered pursuant to the merger agreement or otherwise; the
occurrence of any event, change or other circumstance that could give rise to
the termination of the merger agreement; the effect of the announcement or
pendency of the transaction on the Company's business relationships, operating
results, and business generally; risks that the proposed transaction disrupts
current plans and operations of the Company and potential difficulties in the
Company's employee retention as a result of the transaction; risks related to
diverting management's attention from the Company's ongoing business operations,
and the outcome of any legal proceedings instituted against the Company or the
purchaser related to the merger agreement or the transaction. The foregoing list
of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties that affect the businesses of the
Company described in the "Risk Factors" in the Company's Annual Report on Form
10-K for the period ended December 31, 2019 and in the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and
September 30, 2020, and other reports the Company files with the SEC. The
Company assumes no obligation to update any forward-looking statements contained
in this document as a result of new information, future events or otherwise.
These filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those
contemplated in the forward-looking statements. Copies of these filings are
available online at www.sec.gov and https://ir.endurance.com. The Company
assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise. The Company does not give any assurance that it will
achieve its expectations.
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