ITEM 5.07 Submission of Matters to a Vote of Security Holders
On
1. To approve the sale and transfer of substantially all of the direct and
indirect operating subsidiaries ofEvolving Systems and all of its assets (the "Sale") toETI-NET, Inc. , aQuebec corporation ("ETI-NET"), Said Hini, an individual ("Hini"), and Investissements RIV Europe Limitee, aQuebec corporation ("IRE" and, together with Hini and ETI-NET, "Buyers") pursuant to that certain Equity Purchase Agreement datedOctober 15, 2021 , by and amongEvolving Systems ,Evolving Systems Holdings Ltd. and Buyers (the "Equity Purchase Agreement"), that certain Software Purchase Agreement datedOctober 15, 2021 , by and amongEvolving Systems ,Evolving Systems NC, Inc. and ETI-NET (the "US Software Purchase Agreement"), and that certain Software Purchase Agreement datedOctober 15, 2021 , by and amongEvolving Systems ,Evolving Systems Limited and ETI-NET (the "UK Software Purchase Agreement" and together with the US Software Purchase Agreement and the Equity Purchase Agreement, the "Purchase Agreements");
2. To approve, on an advisory (non-binding) basis, certain compensation that may
be paid or become payable toEvolving Systems' named executive officers in connection with the Sale; and
3. To adjourn the Special Meeting to a later time or date, if necessary or
appropriate (as determined in good faith by our board of directors), from time
to time, to solicit additional proxies if there are insufficient votes at the
time of the Special Meeting to approve the Sale.
As of the close of business on
Proposal 1: Approval of the Sale:
The Company's stockholders voted to approve the Sale. The following are tabulated votes "For" and "Against" the Sale, as well as the number of "Abstentions":
For Against Abstained 7,703,721 483,994 11,011
Proposal 2: Approval, on an Advisory (Non-Binding) Basis, of Compensation that may be Payable to Certain Named Executive Officers in Connection with the Sale
The Company's stockholders approved on an advisory (non-binding) basis, specified compensation that may be paid or become payable to the named executive officers of the Company in connection with the Sale. The following are the tabulated votes "For" and "Against" this proposal, as well as the number of "Abstentions":
For Against Abstained 7,045,279 972,358 181,089
Proposal 3: Adjournment of the Special Meeting
Because the Company's stockholders approved the Sale, the vote on the proposal to approve the adjournment of the Special Meeting from time to time, 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 approve the Sale was not called.
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