CVENT HOLDING CORP. Item 5.07. Submission of Matters to a Vote of Security Holders.
At a special meeting of stockholders of
At the Special Meeting, the Company's stockholders voted on the proposals listed below, which are described in detail in the Proxy Statement. The final results for the votes regarding each proposal are set forth below. There were no recorded broker non-votes.
Proposal 1: The Merger Proposal
To adopt the Agreement and Plan of Merger, dated as of
The following votes were cast at the Special Meeting (in person or by proxy) and the proposal was approved:
Votes
Votes For Against Abstentions
455,816,851 25,387 5,503
Proposal 2: The Compensation Proposal
To approve, on an advisory, non-binding basis, the compensation that will or may be paid or may become payable to the Company's named executive officers in connection with the Merger.
The following advisory votes were cast at the Special Meeting (in person or by proxy) and the non-binding proposal was approved:
Votes
Votes For Against Abstentions
454,878,691 39,838 929,212
The proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement, was not voted upon at the Special Meeting since there were sufficient votes to approve proposal 1.
No other business properly came before the Special Meeting.
Safe Harbor for Forward-Looking Statements
This Current Report on Form 8-K contains and the Company's other filings and press releases may contain forward-looking statements, which include all statements that do not relate solely to historical or current facts, such as statements regarding our expectations, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "aim," "potential," "continue," "ongoing," "goal," "can," "seek," "target" or the negative of these terms or other similar expressions, although not all forward-looking
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statements contain these words. These forward-looking statements are based on
management's beliefs, as well as assumptions made by, and information currently
available to, the Company. Because such statements are based on expectations as
to future financial and operating results and are not statements of fact, actual
results may differ materially from those projected and are subject to a number
of known and unknown risks and uncertainties, including: (i) the risk that the
proposed Merger may not be completed in a timely manner or at all, which may
adversely affect the Company's business and the price of the Company Common
Stock; (ii) the failure to satisfy any of the conditions to the consummation of
the proposed transaction; (iii) the occurrence of any event, change or other
circumstance or condition that could give rise to the termination of the Merger
Agreement, including in circumstances requiring the Company to pay a termination
fee; (iv) the effect of the announcement or pendency of the proposed transaction
on the Company's business relationships, operating results and business
generally; (v) risks that the proposed transaction disrupts the Company's
current plans and operations; (vi) the Company's ability to retain and hire key
personnel and maintain relationships with key business partners and customers,
and others with whom it does business, including hotels and venues, in light of
the proposed Merger; (vii) risks related to diverting management's attention
from the Company's ongoing business operations; (viii) unexpected costs, charges
or expenses resulting from the proposed Merger; (ix) potential and ongoing
litigation (including the Merger Actions) relating to the Merger that could be
or has been instituted against the parties to the Merger Agreement or their
respective directors, managers or officers, including the effects of any
outcomes related thereto; (x) continued availability of capital and financing
and rating agency actions; (xi) certain restrictions during the pendency of the
Merger that may impact the Company's ability to pursue certain business
opportunities or strategic transactions; (xii) unpredictability and severity of
catastrophic events, including but not limited to acts of terrorism, war or
hostilities or the COVID-19 pandemic, as well as management's response to any of
the aforementioned factors; (xiii) the impact of adverse general and
industry-specific economic and market conditions, including any impact from
ongoing conflict in
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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