Item 5.07. Submission of Matters to a Vote of Securities Holders.
On August 25, 2021, SharpSpring, Inc. ("SharpSpring") held a special meeting of
stockholders (the "Special Meeting"). As of the record date, July 28, 2021,
there were 12,886,660 shares of SharpSpring common stock outstanding and
entitled to vote at the Special Meeting. At the Special Meeting, 9,168,192
shares, or approximately 71.1% of all outstanding shares of common stock, were
present either in person or by proxy. Three matters were included in the notice
of Special Meeting for consideration at the Special Meeting, with the Board of
Directors of SharpSpring recommending a vote "FOR" in connection with each of
the proposals, as further described in the definitive proxy statement and
related supplement filed with the Securities and Exchange Commission on July 30,
2021 (the "Definitive Proxy Statement").
Proposal No. 1 (the " Merger Proposal") was to consider and vote on adoption of
the Agreement and Plan of Merger, dated as of June 21, 2021, as it may be
amended from time to time in accordance with its terms (the "Merger Agreement"),
by and among Constant Contact, Inc., a Delaware corporation ( "Parent"), the
Company, and Groove Merger Sub, Inc., a Delaware corporation and a direct
wholly-owned subsidiary of Parent ("MergerSub"), providing for the merger of
MergerSub with and into the Company (the "Merger") and for the Company to become
a wholly-owned subsidiary of Parent.
Proposal No. 2 (the "Merger Compensation Advisory Proposal") was to consider and
vote on approval, on a nonbinding advisory basis, the "golden parachute"
compensation that will or may become payable to our named executive officers in
connection with the Merger.
Proposal No. 3 (the "Adjournment Proposal") was to consider and vote on any
proposal to adjourn the Special Meeting to a later date or dates, if necessary
or appropriate, to solicit additional proxies if there were insufficient votes
at the time of the Special Meeting to approve the proposal to adopt the Merger
Agreement.
The Adjournment Proposal was not considered at the Special Meeting. The Merger
Proposal and the Merger Compensation Proposal were approved. The table below
shows the final voting results from the Special Meeting.
Broker
Non-
For Against Abstain Votes
Proposal 1 - The Merger Proposal 9,017,961 148,041 2,190 -
Proposal 2 - The Merger
Compensation Advisory Proposal 8,523,495 636,645 8,052 -
SharpSpring, Parent and Merger Sub currently anticipate that the Merger will be
completed on September 1, 2021, subject to the satisfaction of the conditions to
closing set forth in the Merger Agreement.
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