Item 5.07
Submission of Matters to a Vote of Security Holders.
As of January 18, 2019, the record date for the Special Meeting (the “Record
Date”), there were 45,643,595 shares of Company Class A Stock and 2,372,938 shares of Company Class B Stock outstanding and entitled to vote. Each holder of Company Class A Stock was entitled to one vote for each such share
owned at the close of business on the Record Date, and each holder of Company Class B Stock was entitled to ten votes for each such share owned at the close of business on the Record Date. At the Special Meeting, 32,963,120 shares of Company
Class A Stock, or approximately 72.2% of all outstanding shares of Company Class A Stock as of the Record Date and 2,309,768 shares of Company Class B Stock, or approximately 97.3% of all outstanding shares of Company Class B
Stock as of the Record Date were present either in person or by proxy, for a total of 35,272,888 shares of Company Common Stock, representing 56,060,800 votes or approximately 80.8% of the voting power of the Company Common Stock.
At the Special Meeting, three proposals were considered (each of which is described in detail in the Company’s definitive proxy statement, which was
filed with the SEC on January 23, 2019):
(1) The proposal to adopt the Merger Agreement (the “Merger Proposal”).
(2) The proposal to approve, on an advisory
(non-binding)
basis, the compensation that may be paid or become payable to
the Company’s named executive officers that is based or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”).
(3) The proposal to adjourn 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 at the time of the Special Meeting (the “Adjournment Proposal”).
At the Special Meeting, the Merger
Proposal and the Compensation Proposal were approved by stockholders. Sufficient votes were also received to approve the Adjournment Proposal, but such an adjournment was not necessary in light of the approval of the Merger Proposal. The table below
shows the final voting results from the Special Meeting.
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Votes For
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Votes Against
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Abstentions
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Proposal 1
—
The Merger Proposal
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Company Class A Stock
Company Class B Stock
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25,322,274
23,090,180
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7,323,772
7,500
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317,074
0
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Proposal 2 –
The Compensation Proposal
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Company Class A Stock
Company Class B Stock
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24,823,713
23,090,180
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7,782,460
7,500
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356,947
0
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Proposal 3 –
The Adjournment Proposal
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Company Class A Stock
Company Class B Stock
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24,998,890
23,090,180
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7,739,206
7,500
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225,024
0
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