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MarketScreener Homepage  >  Equities  >  Nasdaq  >  InnerWorkings, Inc.    INWK

INNERWORKINGS, INC.

(INWK)
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INNERWORKINGS INC : Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

09/25/2020 | 01:45pm EST

Item 5.07 Submission of Matters to a Vote of Security Holders.

A special meeting of stockholders of InnerWorkings, Inc., a Delaware corporation (the "Company"), was held virtually via the Internet on September 24, 2020 in Chicago, Illinois (the "Special Meeting"). A total of 38,613,619 shares of common stock, par value $0.0001 per share, of the Company ("Common Stock"), out of a total of 52,842,618 shares of Common Stock issued and outstanding and entitled to vote as of August 19, 2020 (the "Record Date"), were present in person or represented by proxy at the Special Meeting, and, therefore, a quorum was present. A summary of the voting results for the following proposals, each of which is described in detail in the Company's definitive proxy statement, dated August 21, 2020 and first mailed to the Company's stockholders on or about August 24, 2020, is set forth below:

Approval of the Merger and the Other Transactions Contemplated by the Merger Agreement

As previously disclosed, on July 15, 2020, the Company entered into an Agreement and Plan of Merger, by and among the Company, HH Global Group Limited, a company registered in England and Wales ("Parent"), HH Global Finance Limited, a company registered in England and Wales and Project Idaho Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub") (as amended from time to time, the "Merger Agreement"). The Merger Agreement provides for Sub to merge with and into the Company, causing the Company to become a wholly owned subsidiary of Parent (the "Merger").

At the Special Meeting, the Company's stockholders voted upon and approved a proposal to adopt the Merger Agreement. Approximately 73.03% of the outstanding shares of Common Stock voted in favor of the proposal. The votes on this proposal were as follows:



  Votes       Votes      Votes
   For       Against   Abstained
38,592,883   16,951      3,785

Advisory Vote on Named Executive Officer Merger-Related Compensation

At the Special Meeting, the Company's stockholders voted upon and approved a proposal, on a non-binding advisory vote, of the compensation that may be paid or become payable to the Company's named executive officers and that is based on, or otherwise relates to, the Merger. Approximately 64.64% of the shares of Common Stock present in person or represented by proxy at the Special Meeting were voted in favor of the proposal. The vote regarding the named executive officers' Merger-related compensation proposal was advisory only and the result of the vote is not binding on the Company or Parent and is not a condition to consummation of the Merger. The votes on this proposal were as follows:



  Votes        Votes        Votes
   For        Against     Abstained
24,961,620   12,508,410   1,143,589

Adjournment of the Special Meeting

Because stockholders holding at least a majority of the shares of Common Stock outstanding and entitled to vote approved the proposal to adopt the Merger Agreement, the proposal to adjourn the Special Meeting from time to time to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement, was rendered moot and was not called for a vote at the special meeting.



Item 8.01 Other Events.


On September 25, 2020, InnerWorkings issued a press release announcing the preliminary results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits:



Exhibit
  No.       Description

99.1          Press Release of InnerWorkings dated September 25, 2020

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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© Edgar Online, source Glimpses

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