EARTHLINK HOLDINGS CORP. (NASDAQ:ELNK) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders
The following summarizes the voting results for the two proposals submitted for a vote of the stockholders of EarthLink Holdings Corp. (“the Company”) at the Special Meeting of Stockholders (the “Special Meeting”) held on February 24, 2017:
1. To adopt the Agreement and Plan of Merger, dated as of November 5, 2016, as amended from time to time in accordance with the terms thereof (the “merger agreement”), by and among the Company, Windstream Holdings, Inc., a Delaware corporation (“Windstream”), Europa Merger Sub, Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Windstream, and Europa Merger Sub, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Windstream.
Votes For – 82,595,660 Votes Against – 3,397,503 Votes Abstained – 1,149,997
2. To approve, on a non-binding, advisory basis, the compensation that may become payable to the Company’s named executive officers in connection with the completion of the mergers contemplated by the merger agreement.
Votes For – 66,450,087 Votes Against – 19,532,139 Votes Abstained – 1,160,914
In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting to solicit additional proxies if EarthLink had not received proxies representing a sufficient number of shares of EarthLink common stock to adopt the merger agreement. As there were sufficient votes at the time of the Special Meeting to adopt the merger agreement, the adjournment proposal was rendered moot and was not presented at the Special Meeting.
As each of Proposal 1 and Proposal 2 above were approved at the Special Meeting, the Company anticipates closing the mergers as early as Monday, February 27, 2017 prior to the opening of trading on the NASDAQ.
