Item 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting of stockholders of
Approval of the Merger and the Other Transactions Contemplated by the Merger Agreement
As previously disclosed, on
At the Special Meeting, the Company's stockholders voted upon and approved a proposal to adopt the Merger Agreement. Approximately 73.03% of the outstanding shares of Common Stock voted in favor of the proposal. The votes on this proposal were as follows:
Votes Votes Votes For Against Abstained 38,592,883 16,951 3,785
Advisory Vote on Named Executive Officer Merger-Related Compensation
At the Special Meeting, the Company's stockholders voted upon and approved a proposal, on a non-binding advisory vote, of the compensation that may be paid or become payable to the Company's named executive officers and that is based on, or otherwise relates to, the Merger. Approximately 64.64% of the shares of Common Stock present in person or represented by proxy at the Special Meeting were voted in favor of the proposal. The vote regarding the named executive officers' Merger-related compensation proposal was advisory only and the result of the vote is not binding on the Company or Parent and is not a condition to consummation of the Merger. The votes on this proposal were as follows:
Votes Votes Votes For Against Abstained 24,961,620 12,508,410 1,143,589
Adjournment of the Special Meeting
Because stockholders holding at least a majority of the shares of Common Stock outstanding and entitled to vote approved the proposal to adopt the Merger Agreement, the proposal to adjourn the Special Meeting from time to time to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement, was rendered moot and was not called for a vote at the special meeting.
Item 8.01 Other Events.
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 99.1 Press Release ofInnerWorkings datedSeptember 25, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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