BLOCK, INC. Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, the stockholders of the Company voted on the following
two proposals, each of which is more fully described in the Company's definitive
proxy statement filed with the
1. To approve the issuance of shares of the Company's Class A common stock,
par value $0.0000001 per share (the "Class A Common Stock"), (including
shares underlying CHESS Depositary Interests) to shareholders of Afterpay
pursuant to a Scheme of Arrangement between Afterpay and its shareholders
and a Deed Poll to be executed by Square and Lanai, as contemplated by
the Scheme Implementation Deed (the "Transaction Proposal"); and
2. To approve one or more adjournments of the special meeting of
stockholders of Square, if necessary or appropriate and consented to by
Afterpay, including to permit further solicitation of proxies if there
are insufficient votes at the time of the special meeting of stockholders
to approve the Transaction Proposal (the "Adjournment Proposal").
Holders of the Class A Common Stock were entitled to one vote on each proposal
for each share held as of the close of business on
At the beginning of the Special Meeting, present virtually or by proxy were holders of 249,302,680 shares of Class A Common Stock and 61,495,077 shares of Class B Common Stock, together representing 84.67% of the combined voting power of all issued and outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote at the Special Meeting, constituting a quorum.
The final voting results for each of these proposals are detailed below.
1. The Transaction Proposal
Votes For Votes Against Votes Abstained Broker Non-Votes 862,282,663 746,647 1,224,140 0
The Company's stockholders approved the Transaction Proposal.
2. The Adjournment Proposal Votes For Votes Against Votes Abstained Broker Non-Votes 838,900,876 23,926,590 1,425,984 0
The Company's stockholders approved the Adjournment Proposal.
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Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by terms such as "may," "will," "appears," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Examples of forward-looking statements in this current report include, among others, statements regarding consummation of the acquisition of all ordinary shares of Afterpay.
The outcome of the events described in these forward-looking statements is
subject to known and unknown risks, uncertainties, and other factors described
from time to time in Square's filings with the
In addition, other factors related to the pending transaction between Square and Afterpay that contribute to the uncertain nature of the forward-looking statements include, but are not limited to: the expected timing to complete the pending transaction; filings and approvals relating to the pending transaction; the ability to complete the pending transaction considering the various closing conditions; and the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the pending transaction. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. Investors are cautioned not to place undue reliance on these statements.
All forward-looking statements are based on information and estimates available to Square or Afterpay at the time of this communication and are not guarantees of future performance. Except as required by law, neither Square nor Afterpay assume any obligation to update any of the statements in this communication, and any statement in this communication is subject to change without notice.
The distribution of this communication may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this communication must inform himself or herself of and comply with any such restrictions.
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