Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 11, 2022, ForgeRock, Inc. ("ForgeRock") announced its entry into an
Agreement and Plan of Merger, dated as of October 10, 2022 (as it may be amended
from time to time, the "Merger Agreement"), by and among Project Fortress
Parent, LLC ("Parent"), Project Fortress Merger Sub, Inc. ("Merger Sub") and
ForgeRock. The Merger Agreement provides that, subject to the terms and
conditions set forth in the Merger Agreement, Merger Sub will merge with and
into ForgeRock (the "Merger"), with ForgeRock continuing as the surviving
corporation of the Merger and as a wholly owned subsidiary of Parent.
In connection with the Merger, ForgeRock held a Special Meeting of Stockholders
on January 12, 2023, at 9:00 a.m., Pacific time (the "Special Meeting").
There were 48,219,841 shares of ForgeRock's Class A common stock, par value
$0.001 per share, and 37,572,279 shares of ForgeRock's Class B common stock, par
value $0.001 per share (collectively, the "Shares"), issued and outstanding as
of the close of business on November 18, 2022, the record date for the Special
Meeting (the "Record Date"). At the Special Meeting, the holders of 70,529,460
shares of ForgeRock's Class A common stock and Class B common stock were present
in person or represented by proxy, representing 401,935,659 votes, or
approximately 94.80% of the voting power of the Shares as of the Record Date,
which constituted a quorum.
The following are the voting results of the proposals considered and voted on at
the Special Meeting, each of which is described in detail in ForgeRock's
definitive proxy statement, dated December 8, 2022, as amended and supplemented
by an amendment dated January 6, 2023, filed by ForgeRock with the Securities
and Exchange Commission (the "Proxy Statement").
FOR AGAINST ABSTAIN
Proposal 1: To adopt the Merger
Agreement. 401,805,752 95,898 34,009
Proposal 1 was approved.
Proposal 2: To approve, on a
non-binding, advisory basis, the
compensation that will or may become
payable by ForgeRock to its named
executive officers in connection with
the Merger. 400,702,796 1,113,344 119,519
Proposal 2 was approved.
In light of the approval of Proposal 1, Proposal 3 described in the Proxy
Statement (relating to the adjournment of the Special Meeting if necessary or
appropriate) was rendered moot and was not presented at the Special Meeting.
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