Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously disclosed, on July 27, 2022, RealNetworks, Inc. (the "Company" or
"RealNetworks") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Greater Heights LLC, a Washington limited liability company
("Parent"), Greater Heights Acquisition LLC, a Washington limited liability
company and wholly owned subsidiary of Parent ("Merger Sub"), and exclusively
for purposes of Section 8.15 thereof, Robert Glaser, providing for, amongst
other things, the merger of the Company with and into Merger Sub (the "Merger"),
with Merger Sub surviving the Merger as a wholly owned subsidiary of Parent
RealNetworks held a special meeting of the shareholders on December 14, 2022, at
1:30 p.m., Pacific time (the "Special Meeting").
The following matters were acted upon at the Special Meeting:
Proposal 1 - To adopt the Merger Agreement and the related transactions
contemplated by the Merger Agreement. Proposal 1 received the necessary votes to
be approved. Shareholders voted as follows:
For Against Abstain Broker Non-Votes
32,244,475 3,084,637 27,317 0
Proposal 2 - To approve, on an advisory (non-binding) basis, specified
compensation that may become payable to the named executive officers of
RealNetworks in connection with the Merger. Proposal 2 received the necessary
votes to be approved. Shareholders voted as follows:
For Against Abstain Broker Non-Votes
31,911,816 3,282,378 162,235 0
In light of the approval of Proposal 1, Proposal 3 described in RealNetworks'
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.
As previously disclosed, under the terms of the Merger Agreement, the
consummation of the Merger will take place on the third business day after the
satisfaction of the closing conditions under the Merger Agreement unless another
date is agreed in writing by RealNetworks and Parent. The Merger is expected to
be consummated on or about December 20, 2022, subject to the satisfaction of the
remaining closing conditions.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses