Item 5.07 Submission of Matters to a Vote of Security Holders.
As of the close of business on
• a proposal to approve the Merger as contemplated by the Merger Agreement (the "Merger Proposal"); and • a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Merger (the "Advisory Compensation Proposal").
At the Special Meeting, the Company's common stockholders approved the Merger Proposal, but did not approve the Advisory Compensation Proposal. In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting for the purpose of soliciting additional proxies if there were not sufficient votes at the Special Meeting to approve the Merger Proposal. As there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal, the adjournment of the Special Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to the Company's common stockholders for approval at the Special Meeting.
The final voting results for each proposal are set forth below.
1. Merger Proposal. At the Special Meeting, the Merger Proposal was approved, having received "for" votes from holders of a majority of the outstanding shares of Common Stock entitled to vote on the Merger Proposal at the Special Meeting. The table below sets forth the voting results for this proposal:
Votes For Votes Against Abstentions 206,586,132 1,343,846 1,685,718
2. Advisory Compensation Proposal. At the Special Meeting, the Advisory Compensation Proposal was not approved, having not received "for" votes from a majority of the votes cast on the proposal at the Special Meeting. The table below sets forth the voting results for this proposal:
Votes For Votes Against Abstentions 64,474,729 141,045,428 4,095,539
Because none of the proposals before the Special Meeting were "routine" matters, no broker non-votes occurred in connection with these proposals at the Special Meeting.
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The Merger is expected to be completed in the first quarter of 2023, subject to the satisfaction of customary closing conditions.
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Description 99.1 Press Release, issuedDecember 9, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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