Item 5.07. Submission of Matters to a Vote of Security Holders.
A special meeting (the "Special Meeting") of the stockholders of
As of
The final voting results for the proposals at the Special Meeting, each of which
is described in greater detail in the definitive proxy statement filed by the
Company with the
1. Proposal to approve the Merger Agreement. The proposal to approve the Merger Agreement was approved by the affirmative vote of approximately 99.71% of the shares of our common stock entitled to vote at the Special Meeting. The results of the vote were as follows: For Against Abstentions 4,703,695 370 13,450 2. Merger-Related Compensation Proposal. The non-binding, advisory Merger-Related Compensation Proposal was approved. The results of the vote were as follows: For Against Abstentions 3,784,655 919,203 13,657 3. Adjournment Proposal. Because the Company's stockholders approved the Merger Agreement, the vote on the proposal to adjourn the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement was not called.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this communication regarding the proposed acquisition of the Company are "forward-looking" statements made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by the fact they use words such as "should," "expect," "anticipate," "estimate," "target," "may," "project," "guidance," "intend," "plan," "believe" and other words and terms of similar meaning and expression. Forward-looking statements can also be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations that involve inherent risks, uncertainties and assumptions that may cause actual results to differ materially from expectations as of the date of this release. These risks include, but are not limited to: (1) the possibility that a transaction will not be consummated or delays in consummating the transaction; (2) adverse effects on the market price of the Company's common stock and on the Company's operating results because of a failure to complete the transaction; (3) negative effects relating to the announcement of the transaction or any further announcements relating to the transaction or the entrance into or consummation of the transaction on the market price of the Company's stock; (4) unanticipated difficulties or expenditures relating to the transaction; (5) legal proceedings instituted against the Company and others in connection with the transaction; (6) disruptions of current plans and operations caused by the announcement and pendency of the transaction; (7) potential difficulties in employee retention as a result of the announcement and pendency of the transaction; (8) the response of customers, suppliers and competitors to the announcement of the transaction; (9) the ability to sustain brand strength; (10) the effect of changes in economic, political and social conditions in the markets where the Company operates; (11) changing customer preferences; and (12) the ability to develop and market new, innovative products.
Where, in any forward-looking statement, there is an expression of an
expectation or belief as to future results or actions, there can be no assurance
that the statement of expectation or belief will result or be achieved or
accomplished. Actual results may differ materially from our expectations, plans
or projections. Forward-looking statements are only predictions and estimates,
which are inherently subject to risks, trends and uncertainties, many of which
are beyond the Company's ability to control or predict with accuracy and some of
which might not even anticipate. There can be no assurance that the Company will
achieve any stated expectations. Future events and actual results, financial and
otherwise, may differ materially from the results discussed in the
forward-looking statements as a result of many factors. Other unknown or
unpredictable factors could also have material adverse effects on future
results, performance or achievements of the Company. Additional information
concerning these and other risk factors can be found in the Company's filings
with the
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