Item 5.07. Submission of Matters to a Vote of Security Holders.
At a special meeting of stockholders of SailPoint Technologies Holdings, Inc.
(the "Company" or "SailPoint") held on June 30, 2022 (the "Special Meeting"),
the Company's stockholders voted to approve the Company's pending acquisition by
affiliates of funds advised by Thoma Bravo, L.P ("Thoma Bravo"). As of the date
of this Current Report on Form 8-K, the transaction is expected to close in the
second half of 2022, subject to customary closing conditions, including the
receipt of regulatory approvals.
As of May 25, 2022, the record date for the Special Meeting, there were
94,339,273 shares of SailPoint common stock, par value $0.0001 per share
("Common Stock"), outstanding, each of which was entitled to one (1) vote for
each proposal at the Special Meeting. At the Special Meeting, a total of
69,398,320 shares of Common Stock, representing approximately 73.56% of the
shares of Common Stock issued and outstanding and entitled to vote, were present
virtually or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the Company's stockholders voted on the proposals listed
below. The proposals are described in detail in the Company's definitive proxy
statement for the Special Meeting filed with the Securities and Exchange
Commission on May 31, 2022 (the "Proxy Statement"). The final results for the
votes regarding each proposal are set forth below. There were no recorded broker
non-votes.
Proposal 1: The Merger Proposal
To adopt the Agreement and Plan of Merger, dated as of April 10, 2022 (the
"Merger Agreement"), by and among the Company, SailPoint Intermediate Holdings
III, LP (f/k/a Project Hotel California Holdings, LP), a Delaware limited
partnership ("Parent") and Project Hotel California Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to
the terms of the Merger Agreement, Merger Sub will merge with and into the
Company and the separate corporate existence of Merger Sub will cease, with the
Company continuing as the surviving corporation and a wholly owned subsidiary of
Parent (the "Merger").
The following votes were cast at the Special Meeting (in person or by proxy) and
the proposal was approved:
Votes
Votes For Against Abstentions
69,049,555 9,073 339,692
Proposal 2: The Compensation Proposal
To approve, on an advisory (non-binding) basis, the compensation that may be
paid or become payable to the Company's named executive officers that is based
on or otherwise relates to the Merger Agreement and the transactions
contemplated by the Merger Agreement.
The following advisory votes were cast at the Special Meeting (in person or by
proxy) and the non-binding proposal was approved:
Votes
Votes For Against Abstentions
67,375,365 1,035,788 987,167
The proposal to approve the adjournment of the Special Meeting to a later date
or dates, if necessary or appropriate, to solicit additional proxies if there
were insufficient votes to adopt the Merger Agreement, was not voted upon at the
Special Meeting since there were sufficient votes to approve proposal 1.
Item 8.01 Other Events.
On June 30, 2022, the Company issued a press release announcing adoption of the
Merger Agreement by the Company's stockholders at the Special Meeting. A copy of
the press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference.
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the federal securities laws, including Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Exchange Act. These
forward-looking statements are based on SailPoint's current expectations,
estimates and projections about the expected date of closing of the proposed
transaction and the potential benefits thereof, its business and industry,
management's beliefs and certain assumptions made by SailPoint and Thoma Bravo,
all of which are subject to change. In this context, forward-looking statements
often address expected future business and financial performance and financial
condition, and often contain words such as "expect," "anticipate," "intend,"
"plan," "believe," "could," "seek," "see," "will," "may," "would," "might,"
"potentially," "estimate," "continue," "expect," "target," similar expressions
or the negatives of these words or other comparable terminology that convey
uncertainty of future events or outcomes. All forward-looking statements by
their nature address matters that involve risks and uncertainties, many of which
are beyond our control, and are not guarantees of future results, such as
statements about the consummation of the proposed transaction and the
anticipated benefits thereof. These and other forward-looking statements,
including the failure to consummate the proposed transaction or to make or take
any filing or other action required to consummate the transaction on a timely
matter or at all, are not guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to differ
materially from those expressed in any forward-looking statements. Accordingly,
there are or will be important factors that could cause actual results to differ
materially from those indicated in such statements and, therefore, you should
not place undue reliance on any such statements and caution must be exercised in
relying on forward-looking statements. Important risk factors that may cause
such a difference include, but are not limited to: (i) the completion of the
proposed transaction on anticipated terms and timing, including obtaining
regulatory approvals, anticipated tax treatment, unforeseen liabilities, future
capital expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses, future prospects,
business and management strategies for the management, expansion and growth of
SailPoint's business and other conditions to the completion of the transaction;
(ii) the impact of the COVID-19 pandemic on SailPoint's business and general
economic conditions; (iii) SailPoint's ability to implement its business
strategy; (iv) significant transaction costs associated with the proposed
transaction; (v) potential litigation relating to the proposed transaction;
(vi) the risk that disruptions from the proposed transaction will harm
SailPoint's business, including current plans and operations; (vii) the ability
of SailPoint to retain and hire key personnel; (viii) potential adverse
reactions or changes to business relationships resulting from the announcement
or completion of the proposed transaction; (ix) legislative, regulatory and
economic developments affecting SailPoint's business; (x) general economic and
market developments and conditions; (xi) the evolving legal, regulatory and tax
regimes under which SailPoint operates; (xii) potential business uncertainty,
including changes to existing business relationships, during the pendency of the
merger that could affect SailPoint's financial performance; (xiii) restrictions
during the pendency of the proposed transaction that may impact SailPoint's
ability to pursue certain business opportunities or strategic transactions; and
(xiv) unpredictability and severity of catastrophic events, including, but not
limited to, acts of terrorism or outbreak of war or hostilities, as well as
SailPoint's response to any of the aforementioned factors. These risks, as well
as other risks associated with the proposed transaction, are more fully
discussed in the Proxy Statement to be filed with the SEC in connection with the
proposed transaction. While the list of factors presented here is, and the list
of factors presented in the Proxy Statement will be, considered representative,
no such list should be considered to be a complete statement of all potential
risks and uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward looking statements. Consequences of
material differences in results as compared with those anticipated in the
forward-looking statements could include, among other things, business
disruption, operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material adverse effect on
SailPoint's financial condition, results of operations, or liquidity. SailPoint
does not assume any obligation to publicly provide revisions or updates to any
forward-looking statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press release, dated June 30, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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