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MEDALLIA, INC.

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

10/15/2021 | 06:44am EST

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

On July 26, 2021, Medallia, Inc. ("Medallia") announced its entry into an Agreement and Plan of Merger, dated July 25, 2021 (as it may be amended from time to time, the "Merger Agreement"), between Project Metal Parent, LLC ("Parent"), Project Metal Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and Medallia. The Merger Agreement provides for Merger Sub to be merged with and into Medallia, with Medallia surviving as a wholly owned subsidiary of Parent (the "Merger").

The Company held a Special Meeting of Stockholders on Thursday, October 14, 2021, at 8:00 a.m., Pacific time (the "Special Meeting").

The following matters were acted upon at the Special Meeting:


                                                                              BROKER
                                          FOR        AGAINST      ABSTAIN    NON-VOTES

Proposal 1: To adopt the Merger 121,737,555 2,005,869 280,976 0 Agreement.

Proposal 1 received the necessary votes to be approved.


Proposal 2: To approve, on a          106,631,009   13,904,396   3,488,995       0
non-binding, advisory basis, the
compensation that will or may
become payable by Medallia to its
named executive officers in
connection with the Merger.

Proposal 2 received the necessary votes to be approved.

In light of the approval of Proposal 1, Proposal 3 described in the Company's definitive proxy statement (relating to the adjournment of the Special Meeting) was rendered moot and was not presented at the Special Meeting.


Item 8.01 Other Events.


On October 14, 2021, the Company issued a press release announcing the results of the Special Meeting. A copy of this press release is attached as Exhibit 99.1 and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits



Exhibit No. Description
  99.1      Press release, dated October 14, 2021.
104         Cover Page Interactive Data File (embedded within the Inline XBRL document).


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© Edgar Online, source Glimpses

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