Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 13, 2022, BTRS Holdings Inc., a Delaware corporation ("Billtrust" or
the "Company"), convened a special meeting of stockholders (the "Special
Meeting") to consider and vote upon certain proposals related to the Agreement
and Plan of Merger (the "Merger Agreement"), dated as of September 28, 2022, by
and among the Company, Bullseye FinCo, Inc., a Delaware corporation ("Parent"),
and Bullseye Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of Parent ("Merger Sub"), providing for, among other things, the
merger of Merger Sub with and into the Company (the "Merger"), with the Company
surviving the Merger as a wholly-owned subsidiary of Parent. As a result of the
Merger, the Company will no longer be publicly held. The Company's common stock
will be delisted from the Nasdaq Global Select Market and deregistered under the
Securities Exchange Act of 1934, as amended.
There were 164,717,883 shares of common stock, par value $0.0001 per share, of
Billtrust (the "Billtrust common stock"), issued and outstanding as of November
4, 2022, the record date for the Special Meeting (the "Record Date"). At the
Special Meeting, the holders of 137,994,502 shares of Billtrust common stock
were present or represented by proxy, representing approximately 83.78% of the
total outstanding shares of Billtrust common stock as of the Record Date, which
constituted a quorum.
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
Billtrust with the Securities and Exchange Commission on November 10, 2022):
Proposal 1 - Merger Proposal: To adopt the Merger Agreement.
Proposal 2 - Merger Compensation Proposal: To approve, on a non-binding,
advisory basis, certain compensation that will or may be paid by Billtrust to
its named executive officers that is based on or otherwise relates to the
Merger.
Proposal 3 - Adjournment Proposal: To approve an adjournment of the Special
Meeting, including if necessary to solicit additional proxies in favor of the
proposal to adopt the Merger Agreement, if there are not sufficient votes at the
time of such adjournment to adopt the Merger Agreement.
Each proposal was approved by the requisite vote of Billtrust's stockholders.
Although Proposal 3 was approved, the adjournment of the Special Meeting was not
necessary because Billtrust's stockholders approved Proposal 1. 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
134,885,353 25,337 3,083,812 0
Proposal 2 - Merger Compensation Proposal
Votes For Votes Against Abstentions Broker Non-Votes
130,124,751 4,736,044 3,133,707 0
Proposal 3 - Adjournment Proposal
Votes For Votes Against Abstentions Broker Non-Votes
134,198,118 3,682,281 114,103 0
The Merger is expected to close in the fourth quarter of 2022, subject to
customary closing conditions.
Item 8.01 Other Events.
On December 13, 2022, Billtrust issued a press release announcing the results of
the Special Meeting. A copy of the press release is filed as Exhibit 99.1
hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release dated December 13, 2022
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL (included as Exhibit 101).
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