Item 5.07 Submission of Matters to a Vote of Security Holders.
On
There were 34,582,882 shares of common stock, par value
At the Special Meeting, the following proposals were voted upon (each of which
is described in greater detail in the definitive proxy statement filed by Natus
with the
Proposal 1 - Merger Proposal: To approve and adopt the Merger Agreement, dated
Proposal 2 - Adjournment Proposal: To approve the adjournment of the Special Meeting from time to time if necessary or appropriate, as determined in good faith by the Board of Directors, including to solicit additional proxies if there are insufficient votes to adopt Proposal 1.
Proposal 3 - Merger Compensation Proposal: To approve, by non-binding, advisory vote, certain compensation that will or may become payable by Natus to its named executive officers in connection with the Merger.
Each of Proposal 1 and Proposal 2 was approved by the requisite vote of Natus' stockholders. Although Proposal 2 was approved, the adjournment of the Special Meeting was not necessary because Natus' stockholders approved Proposal 1. Natus' stockholders did not approve, on a non-binding, advisory basis, Proposal 3. A summary of the voting results for each proposal is set forth below.
Proposal 1 - Merger Proposal Votes For Votes Against Abstentions Broker Non-Votes 27,454,143 10,729 229,231 0
Proposal 2 - Adjournment Proposal
Votes For Votes Against Abstentions Broker Non-Votes 25,425,393 2,037,344 231,366 0
Proposal 3 - Merger Compensation Proposal
Votes For Votes Against Abstentions Broker Non-Votes 5,000,711 22,447,577 245,815 0
The Merger is expected to close in the third quarter of 2022, subject to customary closing conditions, including receipt of regulatory approvals. Natus does not intend to disclose developments with respect to regulatory approvals unless and until its Board of Directors determines such disclosure is appropriate or is otherwise required.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL (included as Exhibit 101).
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