Item 5.07 Submission of Matters to a Vote
of Security Holders.
As previously disclosed, Leaf Group Ltd. (the “Company”)
entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 3, 2021, by and among Graham Holdings
Company, a Delaware corporation (“Parent”), Pacifica Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary
of Parent (“Merger Sub”), and the Company, pursuant to which Merger Sub will merge with and into the Company, with the Company
surviving as a wholly owned subsidiary of Parent (the “Merger”). On June 10, 2021, the Company held a special meeting of stockholders
(the “Special Meeting”) to consider certain proposals relating to the Merger Agreement. Such proposals are described in more
detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on
May 6, 2021.
As of the close of business on May 3, 2021, the record date for the
Special Meeting, there were 36,032,095 shares of common stock, par value $0.0001 per share, of the Company (the “Company Common
Stock”) outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a
total of 27,210,581 shares of Company Common Stock, representing approximately 75.51% of the outstanding shares of Company Common Stock
entitled to vote, were present virtually or represented by proxy, constituting a quorum to conduct business.
Set forth below are the proposals, and the action taken by the Company’s
stockholders with respect to each proposal at the Special Meeting.
Proposal No. 1: Approval of the Merger Proposal
The Company’s stockholders approved the proposal to adopt the
Merger Agreement. Approval of the Merger Proposal required the affirmative vote of a majority of the shares of Company Common Stock that
were outstanding and entitled to vote as of the record date. The voting results for this proposal were as follows:
|
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
|
21,311,587
|
|
5,891,579
|
|
7,415
|
Proposal No. 2: Approval of the Advisory,
Non-Binding Compensation Proposal
The Company’s stockholders approved, on a non-binding, advisory
basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger.
Approval of this proposal required the affirmative vote of a majority of the outstanding shares of Company Common Stock that were present
at the Special Meeting and entitled to vote as of the record date. The voting results for this proposal were as follows:
|
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
|
21,751,817
|
|
5,444,986
|
|
13,778
|
Proposal No. 3: Approval of the Adjournment
Proposal
The proposal to approve the adjournment or postponement of the Special
Meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there were
insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, was not voted upon at the Special Meeting because
sufficient votes were received to approve the adoption of the Merger Agreement.