ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Talend S.A. (the "Company") held its Ordinary and Extraordinary General Meeting
of shareholders (the "Combined Meeting") on July 26, 2021. The matters voted
upon at the Combined Meeting and the voting results for each proposal are set
forth below.
Brokers were not permitted to exercise discretion with respect to any matter;
accordingly, there were no broker non-votes with respect to any matter.
Proposal 1: To approve appointment of Amy Coleman Redenbaugh as director subject
to conditions precedent
For Against Abstain
18,064,066 472,406 82,865
Ms. Redenbaugh was elected to serve as a director subject to conditions
precedent until the 2024 Annual General Meeting of shareholders and until her
successor is duly elected and qualified, subject to earlier death, resignation
or removal.
Proposal 2: To approve appointment of Kenneth Virnig as director subject to
conditions precedent
For Against Abstain
18,036,093 500,384 82,860
Mr. Virnig was elected to serve as a director subject to conditions precedent
until the 2024 Annual General Meeting of shareholders and until his successor is
duly elected and qualified, subject to earlier death, resignation or removal.
Proposal 3: To approve appointment of Mike Hoffmann as director subject to
conditions precedent
For Against Abstain
18,035,747 500,730 82,860
Mr. Hoffmann was elected to serve as a director subject to conditions precedent
until the 2024 Annual General Meeting of shareholders and until his successor is
duly elected and qualified, subject to earlier death, resignation or removal.
Proposal 4: To approve appointment of Elizabeth Yates as director subject to
conditions precedent
For Against Abstain
18,037,217 499,260 82,860
Ms. Yates was elected to serve as a director subject to conditions precedent
until the 2024 Annual General Meeting of shareholders and until her successor is
duly elected and qualified, subject to earlier death, resignation or removal.
Proposal 5: To approve appointment of David Murphy as director subject to
conditions precedent
For Against Abstain
18,035,998 499,539 83,800
Mr. Murphy was elected to serve as a director subject to conditions precedent
until the 2024 Annual General Meeting of shareholders and until her successor is
duly elected and qualified, subject to earlier death, resignation or removal.
Proposal 6: To approve appointment of Kristin Nimsger as director subject to
conditions precedent
For Against Abstain
18,036,970 499,508 82,859
Ms. Nimsger was elected to serve as a director subject to conditions precedent
until the 2024 Annual General Meeting of shareholders and until her successor is
duly elected and qualified, subject to earlier death, resignation or removal.
Proposal 7: To approve appointment of Jim Hagan as director subject to
conditions precedent (proposals no. 1 - 7, the "Appointments," and such
proposals together, the "Governance Proposal")
For Against Abstain
18,035,544 499,994 83,799
Mr. Hagan was elected to serve as a director subject to conditions precedent
until the 2024 Annual General Meeting of shareholders and until his successor is
duly elected and qualified, subject to earlier death, resignation or removal.
Proposal 8: To review and approve a draft partial asset contribution agreement
and approval of the contribution subject thereof, governed by the demerger legal
regime (apport partiel d'actifs soumis au régime des scissions) by the Company
to Talend SAS, a wholly-owned subsidiary of the Company, of all of its assets
and liabilities, rights and obligations of any kind and other legal
relationships in relation to its business in accordance with the terms of the
draft contribution agreement (including its schedules), drafted in French and in
English, by private deed dated June 15, 2021 between the Company and Talend SAS,
a société par actions simplifiée organized under the laws of France and wholly
owned by the Company (the "Demerger") and delegation of powers to the board of
directors (the "Board") to implement such contribution (the "Demerger
Proposal").
For Against Abstain
18,588,379 28,587 2,371
The shareholders approved the Demerger Proposal.
Proposal 9: To review and approve a draft cross-border merger plan by absorption
of the Company by Tahoe AcquireCo B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) organized under the laws
of the Netherlands, in accordance with the terms of the Merger Plan (as this
term is defined herein) (the "Merger," and such proposal, the "Merger Proposal"
and the Governance Proposal, the Demerger Proposal, and the Merger Proposal
together are referred to herein as the "Post-Offer Reorganization Proposals." )
For Against Abstain
18,584,857 33,533 947
The shareholders approved the Merger Proposal.
Proposal 10: To give powers to carry out all filing and publication formalities
required by law (the "Powers Proposal").
For Against Abstain
18,514,681 28,718 75,938
The shareholders approved the Powers Proposal.
Item 8.01. OTHER EVENTS.
A copy of the press release announcing the approval of all proposals at the
Combined Meeting is filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Exhibit Description
99.1 Press Release issued by Talend S.A., dated July 26, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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