MCAFEE CORP. Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of
At the Special Meeting, the following proposals were considered:
(1) the proposal to approve and adopt the Merger Agreement;
(2) the proposal to approve, on a non-binding advisory basis, the
compensation that may be paid or become payable to McAfee's named
executive officers that is based on or otherwise relates to the Merger
Agreement and the transactions contemplated by the Merger Agreement;
and
(3) the proposal to adjourn the Special Meeting to a later date or dates
if necessary or appropriate to solicit additional proxies if there are
insufficient votes to approve and adopt the Merger Agreement at the
time of the Special Meeting.
The proposals were approved by the requisite vote of McAfee's stockholders. The
final voting results for each proposal are described below. For more information
on each of these proposals, see McAfee's definitive proxy statement filed with
the
1. Proposal to approve and adopt the Merger Agreement:
For Against Abstain
407,963,110 291,679 96,313
2. Proposal to approve, on a non-binding advisory basis, the compensation that
may be paid or become payable to McAfee's named executive officers that is
based on or otherwise relates to the Merger Agreement and the transactions
contemplated by the Merger Agreement:
For Against Abstain
393,891,354 14,087,761 371,987
3. Proposal to adjourn the Special Meeting to a later date or dates if necessary
or appropriate to solicit additional proxies if there are insufficient votes
to approve and adopt the Merger Agreement at the time of the Special Meeting:
For Against Abstain
405,374,841 2,901,226 75,035
Pursuant to the terms of the Merger Agreement, the completion of the Merger
remains subject to various customary conditions, including (1) the absence of an
order, injunction or law prohibiting the Merger, (2) the receipt of approval by
the interagency
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(5) compliance in all material respects with each party's obligations under the Merger Agreement, and (6) no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement. As of the date of this Current Report on Form 8-K, McAfee continues to expect to complete the Merger in the first half of 2022.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements," within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act, which are intended to be covered by the safe
harbor created by such sections and other applicable laws. Such forward-looking
statements include statements relating to McAfee's expectations regarding
completion of the Merger and associated timing. These forward-looking statements
are based on McAfee management's beliefs and assumptions and on information
currently available to management. Forward-looking statements include all
statements that are not historical facts and may be identified by terms such as
"expects," "believes," "plans," or similar expressions and the negatives of
those terms. These forward-looking statements involve known and unknown risks,
uncertainties, and other factors that may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements, expressed or implied by the forward-looking statements, including:
(a) risks related to the satisfaction of the conditions to closing the Merger
(including the failure to obtain necessary regulatory approvals and the
requisite approval of stockholders) in the anticipated timeframe or at all;
(b) the occurrence of any event, change or other circumstances that could give
rise to the termination of the Merger Agreement; (c) risks related to disruption
of management's attention from McAfee's ongoing business operations due to the
Merger; (d) disruption from the Merger making it difficult to maintain business
and operational relationships, including retaining and hiring key personnel and
maintaining relationships with McAfee's customers, vendors and others with whom
it does business; (e) significant transaction costs associated with the Merger;
(f) the risk of litigation and/or regulatory actions related to the Merger;
(g) the possibility that general economic conditions, and conditions and
uncertainty caused by the COVID-19 pandemic, could cause information technology
spending to be reduced or purchasing decisions to be delayed; (h) an increase in
insurance claims; (i) an increase in customer cancellations; (j) the inability
to increase sales to existing customers and to attract new customers;
(k) McAfee's failure to integrate future acquired businesses successfully;
(l) the timing and success of new product introductions by McAfee or its
competitors; (m) changes in McAfee's pricing policies or those of its
competitors; (n) developments with respect to legal or regulatory proceedings;
(o) the inability to achieve revenue growth or to enable margin expansion;
(p) changes in McAfee's estimates with respect to its long-term corporate tax
rate; and (q) such other risks and uncertainties described more fully in
documents filed with or furnished to the
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