Item 5.07 Submission of Matters to a Vote of Security Holders
On March 5, 2020, The Meet Group, Inc. (the "Company") entered into an Agreement
and Plan of Merger, (the "Merger Agreement") by and among the Company, eHarmony
Holding, Inc., an indirect subsidiary of ProSiebenSat.1 Media SE's and General
Atlantic Coöperatief U.A.'s joint company NCG NUCOM GROUP SE, a European stock
corporation ("NuCom") (such subsidiary, "Buyer"), Holly Merger Sub, Inc., a
Delaware corporation and a direct, wholly owned subsidiary of Buyer ("Merger
Sub"), and solely for the purpose of guaranteeing Buyer's obligations under the
Merger Agreement as set forth therein, NuCom. Pursuant to the Merger Agreement,
and upon the terms and subject to the conditions thereof and in accordance with
Section 251 of the General Corporation Law of the State of Delaware, Merger Sub
will merge with and into the Company (the "Merger").
The Company held a Special Meeting of Stockholders on Thursday, June 4, 2020, at
10:00 a.m., Eastern Time (the "Special Meeting"), called for the purpose of
approving proposals relating to the Merger Agreement.
At the close of business on April 13, 2020, the record date for the Special
Meeting, there were 71,387,511 outstanding shares of common stock of the Company
entitled to vote at the Special Meeting. Present at the Special Meeting or by
proxy were holders of 46,040,387 shares, representing 64.49% of the outstanding
shares of common stock of the Company eligible to vote at the Special Meeting,
and constituting a quorum. The final results, by proposal, are set forth below.
FOR AGAINST ABSTAIN
Proposal 1: To adopt the Merger Agreement and
approve the transaction contemplated thereby,
including the Merger. 43,196,194 2,666,200 177,993
Proposal 1 received the necessary votes to be
approved.
Proposal 2: To approve, on an advisory
(non-binding) basis, certain compensation that
may be paid or become payable to the Company's
named executive officers in connection with the
Merger. 40,009,623 5,675,351 355,413
Proposal 2 received the necessary votes to be
approved.
In light of the approval of Proposal 1, and although sufficient votes were
received for Proposal 3 described in the Company's definitive proxy statement
(relating to the adjournment of the Special Meeting), no motion to adjourn was
made because the adjournment of the Special Meeting was determined not to be
necessary or appropriate.
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