NeuStar, Inc. (NYSE:NSR) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 14, 2017, NeuStar, Inc. (the Company) held a Special
Meeting of Stockholders (the Special Meeting). Holders of
46,689,715 shares of the Companys common stock, which represented
approximately 85% of the shares of the Companys common stock
outstanding and entitled to vote as of the record date of January
30, 2017, were represented in person or by proxy at the Special
Meeting.
Meeting of Stockholders (the Special Meeting). Holders of
46,689,715 shares of the Companys common stock, which represented
approximately 85% of the shares of the Companys common stock
outstanding and entitled to vote as of the record date of January
30, 2017, were represented in person or by proxy at the Special
Meeting.
At the Special Meeting, stockholders voted on the following
proposals, which are described in detail in the Companys
definitive proxy statement filed with the U.S. Securities and
Exchange Commission on February 3, 2017. The number of votes cast
for and against, as well as the number of abstentions with
respect to, the proposals voted upon at the Special Meeting are
set forth below. There were no broker non-votes with respect to
any of the proposals.
proposals, which are described in detail in the Companys
definitive proxy statement filed with the U.S. Securities and
Exchange Commission on February 3, 2017. The number of votes cast
for and against, as well as the number of abstentions with
respect to, the proposals voted upon at the Special Meeting are
set forth below. There were no broker non-votes with respect to
any of the proposals.
Proposal 1 – The Merger Agreement. To adopt the Agreement and
Plan of Merger, dated as of December 14, 2016, among the Company,
Aerial Topco, L.P., a Delaware limited partnership, and Aerial
Merger Sub, Inc., a Delaware corporation, as it may be amended
from time to time. Stockholders voted as follows:
Plan of Merger, dated as of December 14, 2016, among the Company,
Aerial Topco, L.P., a Delaware limited partnership, and Aerial
Merger Sub, Inc., a Delaware corporation, as it may be amended
from time to time. Stockholders voted as follows:
>
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For:
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45,101,031
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Against:
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1,575,123
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Abstain:
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13,561
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Accordingly, the adoption of the Merger Agreement was approved.
Stockholder action on a third proposal, to approve one or more
adjournments or postponements of the Special Meeting, if
necessary, to solicit additional proxies in favor of proposal 1
was not required and no vote was taken on that proposal.
Stockholder action on a third proposal, to approve one or more
adjournments or postponements of the Special Meeting, if
necessary, to solicit additional proxies in favor of proposal 1
was not required and no vote was taken on that proposal.
Proposal 2 – Advisory Vote on Executive Compensation Payable in
Connection with the Merger. To approve, on an advisory
(non-binding) basis, specified compensation that may become
payable to the named executive officers of the Company in
connection with the merger. Stockholders voted as follows:
Connection with the Merger. To approve, on an advisory
(non-binding) basis, specified compensation that may become
payable to the named executive officers of the Company in
connection with the merger. Stockholders voted as follows:
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For:
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35,086,097
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Against:
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11,549,669
|
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Abstain:
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53,949
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Item 8.01. Other Events.
On March 15, 2017, the Company issued a press release announcing
the results of the stockholder votes at the Special Meeting. A
copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated by reference herein.
the results of the stockholder votes at the Special Meeting. A
copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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99.1
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Press Release, dated March 15, 2017
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About NeuStar, Inc. (NYSE:NSR)
Neustar, Inc. is a real-time provider of cloud-based information services, enabling marketing and information technology (IT) security professionals to promote and protect their businesses. The Company operates data registries and uses its expertise to deliver actionable, data-driven insights that help clients make business decisions in real time, one customer interaction at a time. NeuStar, Inc. (NYSE:NSR) Recent Trading Information
NeuStar, Inc. (NYSE:NSR) closed its last trading session 00.00 at 33.20 with 755,805 shares trading hands.
