Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 11, 2022, ChannelAdvisor Corporation ("ChannelAdvisor") held a
special meeting of its stockholders (the "Special Meeting") to vote on the three
proposals described in detail in ChannelAdvisor's definitive proxy statement
(the "Proxy Statement") filed with the U.S. Securities and Exchange Commission
(the "SEC") on October 11, 2022 and mailed to ChannelAdvisor stockholders on or
about such date. As disclosed in the Proxy Statement, as of the close of
business on October 10, 2022, the record date for the Special Meeting, there
were 28,915,564 shares of ChannelAdvisor's common stock outstanding and entitled
to vote at the Special Meeting. A total of 22,284,489 shares of ChannelAdvisor's
common stock, representing approximately 77% of the shares outstanding and
entitled to vote and constituting a quorum, were represented in person
(virtually) or by valid proxies at the Special Meeting.
The final voting results for each of the proposals submitted to a vote of
stockholders at the Special Meeting are as follows:
Proposal 1: ChannelAdvisor's stockholders voted to adopt the Agreement and Plan
of Merger, dated September 4, 2022 (such agreement, as it may be amended,
modified or supplemented from time to time, the "Merger Agreement"), by and
among ChannelAdvisor, CommerceHub, Inc. ("Parent"), and CH Merger Sub, Inc.,
pursuant to which CH Merger Sub, Inc. will merge with and into ChannelAdvisor,
with ChannelAdvisor continuing as the surviving corporation and a wholly owned
subsidiary of Parent. The voting results are set forth in the table immediately
below:
For Against Abstained
22,243,944 21,185 19,360
Proposal 2: ChannelAdvisor's stockholders voted to approve, on an advisory
(non-binding) basis, the compensation that may be paid or become payable to
certain of ChannelAdvisor's named executive officers that is based on or
otherwise relates to the Merger Agreement and the transactions contemplated by
the Merger Agreement. The voting results are set forth in the table immediately
below:
For Against Abstained
20,161,571 766,868 1,356,050
Proposal 3: In connection with the Special Meeting, ChannelAdvisor also
solicited proxies with respect to a proposal to approve one or more adjournments
of the Special Meeting, if necessary or appropriate, to solicit additional
proxies if there are insufficient votes at the time of the Special Meeting to
approve the proposal to adopt the Merger Agreement. Because there were
sufficient votes represented at the time of the Special Meeting to approve the
proposal to adopt the Merger Agreement, the proposal to approve one or more
adjournments of the Special Meeting was moot and was not presented for approval
by ChannelAdvisor's stockholders at the Special Meeting.
Forward-Looking Statements
This communication contains forward-looking statements which include, but are
not limited to, all statements that do not relate solely to historical or
current facts, such as statements regarding the ChannelAdvisor's expectations,
intentions or strategies regarding the future, or the completion or effects of
the transactions contemplated by the Merger Agreement. In some cases, these
statements include words like: "may," "might," "will," "could," "would,"
"should," "expect," "intend," "plan," "objective," "anticipate," "believe,"
"estimate," "predict," "project," "potential," "continue" and "ongoing," or the
negative of these terms, or other comparable terminology intended to identify
statements about the future. These forward-looking statements are subject to the
safe harbor provisions under the Private Securities Litigation Reform Act of
1995. ChannelAdvisor's expectations and beliefs regarding these matters may not
materialize. Actual outcomes and results may differ materially from those
contemplated by these forward-looking statements as a result of uncertainties,
risks, and changes in circumstances, including but not limited to risks and
uncertainties related to: the risk that the proposed transaction may not be
completed in a timely manner or at all, the failure to satisfy the conditions to
the consummation of the proposed transaction, the occurrence of any event,
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change or other circumstance that could give rise to the termination of the
Merger Agreement, the effect of the announcement or pendency of the proposed
transaction on ChannelAdvisor's business relationships, operating results, and
business generally, risks that the proposed transaction disrupts current plans
and operations of ChannelAdvisor or Parent and potential difficulties in
ChannelAdvisor employee retention as a result of the proposed transaction, risks
related to diverting management's attention from ChannelAdvisor's ongoing
business operations, and the outcome of any legal proceedings that may be
instituted against Parent or against ChannelAdvisor related to the Merger
Agreement or the proposed transaction. Additional risks and uncertainties that
could cause actual outcomes and results to differ materially from those
contemplated by the forward-looking statements are included under the caption
"Risk Factors" and elsewhere in ChannelAdvisor's most recent filings with the
SEC, including ChannelAdvisor's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2022 and any subsequent reports on Form 10-K, Form 10-Q or
Form 8-K filed with the SEC from time to time and available at www.sec.gov.
The forward-looking statements included in this communication are made only as
of the date hereof. ChannelAdvisor assumes no obligation and does not intend to
update these forward-looking statements, except as required by law.
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