Item 5.07 Submission of Matters to a Vote of Security Holders.
OnApril 25, 2022 , Twitter, Inc. ("Twitter") announced its entry into an Agreement and Plan of Merger, dated as ofApril 25, 2022 (as it may be amended from time to time, the "Merger Agreement"), by and amongX Holdings I, Inc. ("Parent"),X Holdings II, Inc. , a wholly owned subsidiary of Parent ("Acquisition Sub"), and, solely for the purpose of certain provisions of the Merger Agreement,Elon R. Musk . The Merger Agreement provides for Acquisition Sub to be merged with and into Twitter, with Twitter surviving as a wholly owned subsidiary of Parent (the "Merger").
In connection with the Merger, Twitter held a Special Meeting of Stockholders on
There were 765,246,152 shares of common stock, par value$0.000005 per share, of Twitter (the "Shares") issued and outstanding as ofJuly 22, 2022 , the record date for the Special Meeting (the "Record Date"). At the Special Meeting, the holders of 459,644,039 Shares were present in person or represented by proxy, representing approximately 60.1% of the voting power of the Shares as of the Record Date, which constituted a quorum. Holders of approximately 59.2% of the outstanding Shares voted to adopt the Merger Agreement.
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 Twitter's
definitive proxy statement, dated
BROKER FOR AGAINST ABSTAIN NON-VOTES Proposal 1: To adopt the Merger Agreement. 453,106,848 4,149,957 2,387,234 0 Proposal 1 was approved. Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Twitter to its named executive officers in connection with the merger. 427,753,082 22,482,821 9,408,136 0 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.
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedSeptember 13, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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