Item 5.07. Submission of Matters to a Vote of Security Holders.
A special meeting of stockholders (the "Special Meeting") of
(1) to adopt the Agreement and Plan of Merger, dated as of
(2) to approve, on a non-binding, advisory basis, the compensation payments that will or may be paid or become payable to the Company's named executive officers and that are based on or otherwise relate to the Merger and the agreements and understandings pursuant to which such compensation will or may be paid or become payable (the "Compensation Proposal"); and
(3) to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum (the "Adjournment Proposal").
The final voting results as to each proposal (each of which is described in
greater detail in the definitive proxy statement filed by the Company with the
(1) The Merger Proposal. The Merger Proposal was approved. Voting results were as follows: Broker For Against Abstain Non-Votes 99,179,408 528 107,738 0
(2) The Compensation Proposal. The non-binding, advisory Compensation Proposal was approved. Voting results were as follows:
Broker For Against Abstain Non-Votes 70,282,209 28,834,130 171,335 0
(3) The Adjournment Proposal. In connection with the Special Meeting, the Company solicited proxies with respect to the Adjournment Proposal. Because there were sufficient votes to approve the Merger Proposal, it was not necessary to submit the Adjournment Proposal to stockholders.
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