Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 24, 2020, MobileIron, Inc., a Delaware corporation (the "Company" or
"MobileIron"), held a special meeting of the Company's stockholders at 10:00
a.m., Pacific Time by means of a live interactive webcast on the Internet (the
"MobileIron Special Meeting"). As of the close of business on October 23, 2020,
the Company's record date for the MobileIron Special Meeting, there were a total
of 118,584,315 shares of common stock, par value $.0001 per share (the
"MobileIron common stock"), outstanding and entitled to vote at the MobileIron
Special Meeting. At the MobileIron Special Meeting, 76,967,593 shares of
MobileIron common stock were present or represented by proxy, and therefore, a
quorum was present.
The results of the matters voted upon at the MobileIron Special Meeting, which
are more fully described in the Company's Definitive Proxy Statement on Schedule
14A as filed with the Securities and Exchange Commission ("SEC") on October 26,
2020, as supplemented by the Supplement to the Proxy Statement, filed with the
SEC on November 4, 2020 (as supplemented, the "Proxy Statement"), are set forth
below. There were no broker non-votes with respect to any of the proposals.
Proposal 1: A proposal to adopt the Agreement and Plan of Merger, dated
September 26, 2020 (as it may be amended from time to time in accordance with
its terms, the "Merger Agreement"), by and among MobileIron, Ivanti, Inc.
("Parent") and Oahu Merger Sub, Inc., which is a wholly owned subsidiary of
Parent ("Merger Sub") pursuant to which Merger Sub will be merged with and into
MobileIron (the "Merger"), with MobileIron continuing as the surviving
corporation in the Merger and becoming a wholly owned subsidiary of Parent (the
"Merger Proposal"). The votes regarding the Merger Proposal were as follows:
For Against Abstain
70,492,614 6,365,301 109,678
Proposal 2: A proposal to approve, on a non-binding, advisory basis, the
compensation that will or may become payable by the Company to its named
executive officers in connection with the Merger (the "Merger-Related
Compensation Proposal"). The votes regarding the Merger-Related Compensation
Proposal were as follows:
For Against Abstain
66,274,844 8,761,678 1,931,071
As there were sufficient votes to approve the Merger Proposal, stockholder
action on the proposal to approve any adjournment of the MobileIron Special
Meeting to a later date or time, if necessary or appropriate, to solicit
additional proxies in favor of the approval of the Merger, as more fully
described in the Proxy Statement, was not required, and the Company did not call
a vote on the proposal.
The affirmative vote of MobileIron stockholders holding at least a majority of
the outstanding shares of MobileIron common stock entitled to vote on the Merger
Proposal satisfies one of the conditions to the closing of the Merger
contemplated by the Merger Agreement, which remains subject to other customary
closing conditions.
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