Item 5.07 Submission of Matters to a Vote of Security Holders.
The ExOne Company ("ExOne") held a special meeting of stockholders (the "Special
Meeting") on November 9, 2021. At the Special Meeting, ExOne's stockholders
voted on three proposals, each of which was described in ExOne's definitive
proxy statement on Schedule 14A filed with the Securities and Exchange
Commission on October 8, 2021. At the close of business on October 4, 2021, the
record date for the Special Meeting, there were 22,361,254 shares of common
stock, $0.01 par value per share, of ExOne outstanding and entitled to vote. A
total of 14,961,779 shares of common stock were voted virtually or by proxy,
representing 66.90% of the shares of common stock outstanding and entitled to
vote, which constituted a quorum to conduct business at the Special Meeting. The
final voting results with respect to each proposal considered and voted upon at
the Special Meeting are set forth below.
Proposal 1
ExOne stockholders voted to adopt the Agreement and Plan of Merger, dated as of
August 11, 2021 (the "Merger Agreement"), by and among Desktop Metal, Inc., a
Delaware corporation ("Desktop Metal"), Texas Merger Sub I, Inc., a Delaware
corporation and a wholly owned subsidiary of Desktop Metal ("Merger Sub I"),
Texas Merger Sub II, LLC, a Delaware limited liability company and a wholly
owned subsidiary of Desktop Metal ("Merger Sub II"), and ExOne, pursuant to
which Merger Sub I will merge with and into ExOne (the "First Merger"), and
immediately thereafter ExOne, as the surviving corporation of the First Merger,
will merge with and into Merger Sub II (the "Second Merger," and together with
First Merger, the "Mergers"), with Merger Sub II surviving the Second Merger and
continuing as a wholly owned subsidiary of Desktop Metal (the "Merger
Proposal"):
For: 14,873,549
Against: 72,861
Abstained*: 15,369
Broker Non-Votes*: 0
Percentage of Votes Cast in Favor of Total Shares Represented at the Special
Meeting: 99.41%
* Abstentions are counted towards the vote total for the Merger Proposal and
have the same effect as "Against" votes. Broker non-votes have the same
effect as a vote "Against" the Merger Proposal.
Proposal 2
ExOne stockholders voted to approve, on a non-binding, advisory basis, the
compensation that may be paid or become payable to ExOne's named executive
officers in connection with the Mergers (the "Advisory Executive Compensation
Proposal"):
For: 13,930,428
Against: 818,552
Abstained**: 212,799
Broker Non-Votes**: 0
Percentage of Votes Cast in Favor of Total Shares Represented at the Special
Meeting: 93.10%
** Abstentions are counted towards the vote total for the Advisory Executive
Compensation Proposal and have the same effect as "Against" votes. Broker
non-votes have no effect on the outcome of the voting on the Advisory
Executive Compensation Proposal.
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Proposal 3
ExOne stockholders voted to approve one or more adjournments of the Special
Meeting, if necessary or appropriate, to solicit additional proxies if there are
insufficient votes to approve the Merger Proposal at the time of the Special
Meeting (the "Adjournment Proposal"):
For: 14,010,456
Against: 929,747
Abstained***: 21,576
Broker Non-Votes***: 0
Percentage of Votes Cast in Favor of Total Shares Represented at the Special
Meeting: 93.64%
*** Abstentions are counted towards the vote total for the Adjournment Proposal
and have the same effect as "Against" votes. Broker non-votes have no
effect on the outcome of the voting on the Adjournment Proposal.
On November 9, 2021, ExOne issued a press release announcing the results of the
voting at the Special Meeting. A copy of the press release is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release of The ExOne Company dated November 9, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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