PING IDENTITY HOLDING CORP. Item 5.07. Submission of Matters to a Vote of Security Holders.
At a special meeting of stockholders of
At the Special Meeting, the Company's stockholders voted on the proposals listed below, which are described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below. There were no recorded broker non-votes.
Proposal 1: The Merger Proposal
To adopt the Agreement and Plan of Merger, dated as of
The following votes were cast at the Special Meeting (in person or by proxy) and the proposal was approved:
Votes
Votes For Against Abstentions
68,659,334 15,791 19,812
Proposal 2: The Compensation Proposal
To approve, on an advisory, non-binding basis, the compensation that may be paid or may become payable to the Company's named executive officers in connection with the Merger.
The following advisory votes were cast at the Special Meeting (in person or by proxy) and the non-binding proposal was approved:
Votes
Votes For Against Abstentions
61,135,160 5,276,455 2,283,322
The proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement, was not voted upon at the Special Meeting since there were sufficient votes to approve proposal 1.
Safe Harbor for Forward-Looking Statements
This Current Report on Form 8-K contains and the Company's other filings and
press releases may contain forward-looking statements, which include all
statements that do not relate solely to historical or current facts, such as
statements regarding our expectations, intentions or strategies regarding the
future. In some cases, you can identify forward-looking statements by the
following words: "may," "will," "could," "would," "should," "expect," "intend,"
"plan," "anticipate," "believe," "estimate," "predict," "project," "aim,"
"potential," "continue," "ongoing," "goal," "can," "seek," "target" or the
negative of these terms or other similar expressions, although not all
forward-looking statements contain these words. These forward-looking statements
are based on management's beliefs, as well as assumptions made by, and
information currently available to, the Company. Because such statements are
based on expectations as to future financial and operating results and are not
statements of fact, actual results may differ materially from those projected
and are subject to a number of known and unknown risks and uncertainties,
including: (i) the risk that the proposed Merger may not be completed in a
timely manner or at all, which may adversely affect the Company's business and
the price of the Company Common Stock; (ii) the failure to satisfy any of the
conditions to the consummation of the proposed transaction; (iii) the occurrence
of any event, change or other circumstance or condition that could give rise to
the termination of the Merger Agreement, including in circumstances requiring
the Company to pay a termination fee; (iv) the effect of the announcement or
pendency of the proposed transaction on the Company's business relationships,
operating results and business generally; (v) risks that the proposed
transaction disrupts the Company's current plans and operations; (vi) the
Company's ability to retain and hire key personnel and maintain relationships
with key business partners and customers, and others with whom it does business,
in light of the proposed transaction; (vii) risks related to diverting
management's attention from the Company's ongoing business operations; (viii)
unexpected costs, charges or expenses resulting from the proposed Merger; (ix)
potential and ongoing litigation (including the Merger Actions) relating to the
Merger that could be or has been instituted against the parties to the Merger
Agreement or their respective directors, managers or officers, including the
effects of any outcomes related thereto; (x) continued availability of capital
and financing and rating agency actions; (xi) certain restrictions during the
pendency of the Merger that may impact the Company's ability to pursue certain
business opportunities or strategic transactions; (xii) unpredictability and
severity of catastrophic events, including but not limited to acts of terrorism,
war or hostilities or the COVID-19 pandemic, as well as management's response to
any of the aforementioned factors; (xiii) the impact of adverse general and
industry-specific economic and market conditions, including any impact from
ongoing conflict in
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source
