Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 14, 2022, Avalara, Inc. ("Avalara") held its special meeting of
stockholders (the "Special Meeting") in connection with the Agreement and Plan
of Merger, dated as of August 8, 2022, (as it may be amended, modified, or
supplemented from time to time, the "Merger Agreement"), by and among Avalara,
Lava Intermediate, Inc. ("Parent") and Lava Merger Sub, Inc. ("Merger Sub"), a
wholly owned subsidiary of Parent, pursuant to which Merger Sub will merge with
and into Avalara and Avalara will survive the merger as a wholly owned
subsidiary of Parent (the "Merger"). As of the close of business on September 8,
2022, the record date for the Special Meeting, there were 88,557,882 shares of
Avalara's common stock issued and outstanding, of which 70,370,083 shares
(representing approximately 79.5% of the shares of Avalara's common stock issued
and outstanding on the record date) were represented in person or by proxy at
the Special Meeting. The results for each of the matters voted on at the Special
Meeting are set forth below:
Proposal I - Adoption of the Merger Agreement (the "Merger Proposal").
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
58,599,949 11,274,618 495,516 N/A
The Merger Proposal was approved by the stockholders, by an affirmative vote of
the holders of approximately 66.2% of the voting power of the shares of
Avalara's common stock outstanding as of the close of business on the record
date.
Proposal II - Approval, on a non-binding, advisory basis, of certain
compensation that will or may be paid by Avalara to its named executive officers
that is based on or otherwise relates to the Merger (the "Named Executive
Officer Merger-Related Compensation Proposal").
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
16,234,698 52,351,554 1,783,831 N/A
The Named Executive Officer Merger-Related Compensation Proposal was not
approved by the stockholders, on an advisory basis.
Proposal III - Adjournment of the Special Meeting to a later date or dates, if
necessary or appropriate, for the purpose of soliciting additional votes for the
approval of the Merger Proposal if there are insufficient votes to approve the
Merger Proposal at the time of the Special Meeting or to ensure that any
supplement or amendment to the proxy statement is timely provided to Avalara
shareholders (the "Adjournment Proposal").
In connection with the Special Meeting, Avalara solicited proxies with respect
to the Adjournment Proposal. The Adjournment Proposal was not submitted to
Avalara shareholders for approval at the Special Meeting because Avalara
shareholders approved the Merger Proposal.
Item 8.01. Other Events
On October 14, 2022, Avalara issued a press release announcing results of the
voting at the Special Meeting held on October 14, 2022. A copy of the press
release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed herewith:
Exhibit
No. Description
99.1 Press release dated October 14, 2022
104 The cover page of this Current Report on Form 8-K, formatted in inline XBRL
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