ASPEN TECHNOLOGY Item 2.01 Completion of Acquisition or Disposition of Assets
The disclosures under the Introductory Note and Items 3.01 and 5.07 are incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The disclosures under the Introductory Note are incorporated herein by reference.
On
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Item 3.03 Material Modification to Rights of Security Holders.
The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The disclosures under the Introductory Note, Item 3.01, Item 5.02 and Item 5.03 are incorporated herein by reference.
As a result of the consummation of the Transactions, there was a change in control of Former AspenTech, and New AspenTech, as the direct parent of Former AspenTech, acquired 100% control of Former AspenTech. As a result of the Transactions, Emerson beneficially owns 55% of New AspenTech on a fully diluted basis, and the Former AspenTech stockholders own the remaining 45%. To the knowledge of Former AspenTech, no arrangements exist which may at a subsequent date result in a further change in control of Former AspenTech.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation and Appointment of Directors
As of the effective time of the Merger,
As of the effective time of the Merger,
Entry into Executive Retention Agreement
As previously described on the Current Report on Form 8-K filed by Former
AspenTech on
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
In connection with the Transactions, on
Item 5.07 Submission of Matters to a Vote of Security Holders
The disclosures under the Introductory Note are herein incorporated by reference.
At the Special Meeting, Former AspenTech stockholders approved Proposal #1, adopting the Transaction Agreement and approving the Transactions, as well as Proposals #2 and #3, detailed below.
A quorum was present at the Special Meeting. The presence at the Special
Meeting, in person or by proxy, of the holders of a majority of shares of Former
AspenTech common stock issued and outstanding as of the record date of
The final results of voting on each of the items submitted to a vote of Former AspenTech's stockholders at the Special Meeting are as follows:
Proposal 1: To adopt the Transaction Agreement and approve the Transactions.
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Approval of this proposal required the affirmative vote of the holders of a
majority of the shares of Former AspenTech common stock outstanding and entitled
to vote on the proposal. Former
For Against Abstentions Broker Non-Votes 62,103,336 93.20% 20,453 0.03% 131,014 -
Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable to Former AspenTech's named executive officers in connection with the Transactions.
Approval of this proposal required a majority of the votes cast upon the
proposal. Former
For Against Abstentions Broker Non-Votes
61,362,055 98.59% 874,237 1.40% 18,511 -
The shares of Former AspenTech common stock voted in favor of and against the proposal represented 92.09% and 1.31%, respectively, of the 66,627,675 shares of Former AspenTech common stock as of the Record Date.
Proposal 3: To adjourn the Special Meeting if Former AspenTech determines that it is necessary or advisable to permit further solicitation of proxies in the event there are not sufficient votes at the time of the Special Meeting to adopt the Transaction Agreement.
Approval of this proposal required a majority of the votes cast upon the
proposal, whether or not a quorum was present. Former
For Against Abstentions Broker Non-Votes
58,874,528 94.73% 3,269,492 5.26% 110,783 -
The shares of Former AspenTech common stock voted in favor of and against the proposal represented 88.36% and 4.90%, respectively, of the 66,627,675 shares of Former AspenTech common stock as of the Record Date.
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1^ Transaction Agreement and Plan of Merger, dated as ofOctober 10, 2021 , as amended by Amendment No. 1 dated as ofMarch 23, 2022 and Amendment No. 2 dated as ofMay 3, 2022 amongAspen Technology, Inc. , Emerson Electric Co.,EMR Worldwide Inc. ,Emersub CX, Inc. andEmersub CXI, Inc. (incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K datedMay 3, 2022 ). 3.1 Amended and Restated Certificate of Incorporation ofAspenTech Corporation , datedMay 16, 2022 . 3.2 Amended and Restated Bylaws ofAspenTech Corporation , datedMay 16, 2022 . 99.1 Press Release, datedMay 16, 2022 ^ Certain annexes to Amendment No. 2 to the Transaction Agreement and Plan of Merger have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish copies of any such annexes to theU.S. Securities and Exchange Commission upon request.
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