Item 5.07 Submission of Matters to a Vote of Security Holders.
At the special meeting of the stockholders of
1. Proposal to approve and adopt the Agreement and Plan of Merger, dated as of
November 14, 2021 (the "Merger Agreement"), by and amongMarlin Parent, Inc. , aDelaware corporation ("Parent"),Marlin Merger Sub, Inc. , aDelaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), andCasper (the "Merger Agreement Proposal"). The Merger Agreement Proposal was approved with a vote of 28,938,724 shares in favor, 190,855 shares against, 76,175 shares abstaining and nil broker non-votes.
2. Proposal to adjourn the Special Meeting to a later date or dates if necessary
or appropriate to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. The proposal was approved with a vote of 28,277,268 shares in favor, 823,889 shares against, 104,597 shares abstaining and nil broker non-votes. Sufficient votes were received to approve this proposal; however this proposal was not necessary following the approval of the Merger Agreement Proposal and was therefore not implemented.
Each proposal is described in detail in
As of the close of business on the record date for the Special Meeting, which
was
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 99.1 Press Release, dated as ofJanuary 19, 2022 "Casper Sleep Inc. Announces Stockholder Approval of Merger Agreement."
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