Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed, on
EVO convened its special meeting of stockholders on
As of the close of business on
• a proposal to adopt the Merger Agreement (the "Merger Proposal"); and • a proposal to approve, on an advisory (non-binding) basis, the compensation payments that will or may be paid to or may become payable to the named executive officers of EVO in connection with the Merger (the "Compensation Proposal").
The Merger Proposal was approved by (i) holders of a majority of the voting power of EVO stock issued and outstanding as of the record date, voting together as a single class, with each share of preferred stock voting on and as-converted basis ("Required EVO Capital Stock Approval") and (ii) two thirds of the issued and outstanding shares of preferred stock as of the record date, voting together as a single class ("Separate Series A Convertible Preferred Stock Class Approval"). In addition, the Compensation Proposal was approved by holders of a majority of the voting power of EVO stock that were present in person or represented by proxy at the Special Meeting. As a result, the Merger Proposal and the Compensation Proposal were approved by the requisite vote of EVO's stockholders.
A proposal to approve the adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies to vote in favor of the Merger Proposal, if there were insufficient votes at the time of the Special Meeting to establish a quorum or adopt the Merger Agreement (the "Adjournment Proposal") was not presented to stockholders for their approval because there were sufficient votes present to approve the Merger Proposal.
The final voting results for each proposal presented to stockholders for approval are set forth below.
Proposal No. 1: Approval of the Merger Proposal
The tables below set forth the voting results for the Merger Proposal:
Required EVO Capital Stock Approval
Votes For Votes Against Abstentions Broker Non-Votes 53,403,199 963 60,754
0
Separate Series A Convertible Preferred Stock Class Approval
Votes For Votes Against Abstentions Broker Non-Votes
152,250 0 0 0
Proposal No. 2: Approval of the Compensation Proposal
The table below sets forth the voting results for the Compensation Proposal.
Votes For Votes Against Abstentions Broker Non-Votes 51,216,107 1,464,982 783,827
0
Because none of the proposals before the Special Meeting were "routine" matters, there were no broker non-votes occurring in connection with these proposals at the Special Meeting.
2
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