Item 5.07. Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, the Company's stockholders approved the Business Combination Proposal, the Certificate Proposal and the Incentive Plan Proposal, in each case as defined and described in greater detail in the Proxy Statement. Approval of the Business Combination Proposal required the affirmative vote of a majority of the outstanding shares of the Company's common stock present and entitled to vote at the Special Meeting. Approval of the Certificate Proposal required the affirmative vote of a majority of the outstanding shares of the Company's common stock entitled to vote at the Special Meeting. Approval of the Incentive Plan Proposal required the affirmative vote of the holders of a majority of the shares of the Company's common stock that were voted thereon at the Special Meeting. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company's stockholders as the Business Combination Proposal, the Certificate Proposal and the Incentive Plan Proposal each received a sufficient number of votes for approval. The Company intends to consummate the Business Combination as promptly as reasonably possible.
Set forth below are the final voting results for the Business Combination Proposal, the Certificate Proposal, and the Incentive Plan Proposal:
Business Combination Proposal
The Business Combination Proposal was approved. The voting results of the shares of the Company's common stock were as follows:
For Against Abstentions 6,030,888 2 0 Certificate Proposal
The Certificate Proposal was approved. The voting results of the shares of the Company's common stock were as follows:
For Against Abstentions 6,030,888 2 0 Incentive Plan Proposal
The Incentive Plan Proposal was approved. The voting results of the shares of the Company's common stock were as follows:
For Against Abstentions 6,030,888 2 0 Forward Looking Statements
This communication includes certain statements that are not historical facts but
are forward-looking statements for purposes of the safe harbor provisions under
the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are accompanied by words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend," "expect,"
"should," "would," "plan," "predict," "potential," "seem," "seek," "future,"
"outlook," and similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These forward-looking
statements include, but are not limited to, statements regarding projections,
estimates and forecasts of revenue and other financial and performance metrics
and projections of market opportunity and expectations, and the closing of the
proposed Business Combination. These statements are based on various assumptions
and on the current expectations of Pensare and Computex management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Pensare and Computex. These
forward-looking statements are subject to a number of risks and uncertainties,
including changes in Computex's clients' preferences, prospects and the
competitive conditions prevailing in the industries in which Computex operates?
the inability of the parties to successfully or timely consummate the proposed
Business Combination, including the risk that any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect the combined company or the expected benefits of the
proposed Business Combination? failure to realize the anticipated benefits of
the proposed Business Combination, including as a result of a delay in
consummating the proposed Business Combination or a delay or difficulty in
integrating the businesses of Pensare and Computex? the amount of redemption
requests made by Pensare's stockholders as of the closing of the proposed
Business Combination? the ability to meet Nasdaq's listing standards following
the consummation of the proposed Business Combination; those factors discussed
in Pensare's Annual Report on Form 10-K for the fiscal year ended
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