Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e)
As described in
In connection with the forfeiture of the Specified RSUs, the Company entered
into a Restricted Stock Unit Forfeiture Agreement with each of
The Forfeiture Agreements amount to a voluntary forfeiture of
The Specified RSUs to be forfeited are as follows:
Specified RSUs
22,728
The description of the Forfeiture Agreements is qualified in its entirety by reference to each such Forfeiture Agreement, which are attached as Exhibits 10.1, 10.2 and 10.3 hereto and are incorporated by reference in this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Restricted Stock Unit Forfeiture Agreement, betweenAnaplan Inc. andFrank Calderoni , signed onJune 9, 2022 . 10.2 Restricted Stock Unit Forfeiture Agreement, betweenAnaplan Inc. andVikas Mehta , signed onJune 9, 2022 . 10.3 Restricted Stock Unit Forfeiture Agreement, betweenAnaplan Inc. and Linda Lee, signed onJune 9, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Important Additional Information and Where to Find It
In connection with the Merger, the Company has filed with the
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company's stockholders with
respect to the Merger. Information about the Company's directors and executive
officers and their ownership of Company common stock is set forth in the Annual
Report on Form 10-K for the fiscal year ended
Forward-Looking Statements
All of the statements in this Current Report on Form 8-K, other than historical
facts, are forward-looking statements made in reliance upon the safe harbor of
the Private Securities Litigation Reform Act of 1995, including, without
limitation, the statements made concerning the closing of the Merger. As a
general matter, forward-looking statements are those focused upon anticipated
events or trends, expectations, and beliefs relating to matters that are not
historical in nature. Such forward-looking statements are subject to
uncertainties and factors relating to the Company's operations and business
environment, all of which are difficult to predict and many of which are beyond
the control of the Company. Among others, the following uncertainties and other
factors could cause actual results to differ from those set forth in the
forward-looking statements: (i) the risk that the Merger may not be consummated
in a timely manner, if at all; (ii) the risk that the Company's stockholders do
not approve the Merger, (iii) the risk that the Merger may not be consummated as
a result of Parent's failure to comply with its covenants and that, in certain
circumstances, the Company may not be entitled to a termination fee; (iv) the
risk that the definitive Merger Agreement may be terminated in circumstances
that require the Company to pay a termination fee; (v) risks related to the
diversion of management's attention from the Company's ongoing business
operations; (vi) risks regarding the failure of Parent to obtain the necessary
financing to complete the Merger; (vii) the effect of the announcement of the
Merger on the Company's business relationships (including, without limitation,
customers and venues), operating results and business generally; (viii) legal
proceedings, judgments or settlements, including those that have been and may be
instituted against the Company, the Company's board of directors and executive
officers and others, as with respect to the proposed Merger; and (ix) risks
related to obtaining the requisite consents to the Merger, including, without
limitation, the timing (including possible delays) and receipt of regulatory
approvals from governmental entities (including any conditions, limitations or
restrictions placed on these approvals) and the risk that one or more
governmental entities may deny approval. Further risks that could cause actual
results to differ materially from those matters expressed in or implied by such
forward-looking statements are described in the Company's
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