On November 14, 2019, the Board of Directors (the “Board”) of Acacia Research Corporation (“Acacia” or the “Company”) approved, subject to stockholder approval, an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock by 200,000,000 shares, or from 100,000,000 shares to 300,000,000 shares (the “Charter Amendment”). The Charter Amendment was approved by the Company’s stockholders at the special meeting of stockholders held on February 14, 2020 (the “Special Meeting”) and filed with the Secretary of State of the State of Delaware on February 18, 2020.

The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 14, 2020, Acacia held its Special Meeting at the offices of Schulte Roth & Zabel LLP at 919 Third Avenue, New York, New York. As of December 20, 2019, the record date for the Special Meeting, there were 50,370,987 shares of the Company’s common stock (the “Common Stock”) and 350,000 shares of the Company’s Series A Convertible Preferred Stock (“Preferred Shares”) issued and outstanding.

At the Special Meeting, 45,283,297 shares of the Common Stock and 350,000 Preferred Shares were present in person or represented by proxy, constituting a quorum for the conduct of business at the Special Meeting. As previously described in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on January 17, 2020 (the “Proxy Statement”), although holders of the Preferred Shares generally have the right to vote with the holders of the Common Stock on an as-converted basis, the holders of the Preferred Shares were not entitled to vote such shares on Proposal No. 1 at the Special Meeting.

Set forth below are brief descriptions of the proposals voted upon at the Special Meeting, and the final results of the stockholder vote on each proposal, as certified by First Coast Results, Inc., the inspector of election for the Special Meeting. These proposals are described in more detail in the Proxy Statement.

Proposal No. 1: To approve, for purposes of Nasdaq Rules 5635(b) and 5635(d), as applicable, (i) the voting of the Preferred Shares on an as-converted basis and (ii) the issuance of the maximum number of shares of common stock issuable in connection with the potential future (A) conversion of the Preferred Shares and (B) exercise of Warrants, in each case, without giving effect to the Exchange Cap set forth in the Certificate of Designations and in the Series A Warrants (as such terms are defined in the Proxy Statement), issued to the Securities Purchase Agreement, dated November 18, 2019, by and among Acacia, Starboard Value LP and the investors listed therein.

ACACIA RESEARCH CORP Exhibit
EX-1 2 acacia-certificateofamen.htm EX-1 acacia-certificateofamen CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ACACIA RESEARCH CORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware Acacia Research Corporation (the “Corporation”),…
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About ACACIA RESEARCH CORPORATION (NASDAQ:ACTG)

Acacia Research Corporation, through its subsidiaries, is engaged in patent investment, prosecution, licensing and enforcement activities. The Company’s subsidiaries partner with inventors and patent owners for patented inventions. The Company operates in patent licensing and enforcement business segment. The Company’s subsidiaries generate revenues from the granting of intellectual property rights for the use of patented technologies that its subsidiaries control or own. The Company’s subsidiaries assist patent owners with the prosecution and development of their patent portfolios, the protection of their patented inventions from unauthorized use, the generation of licensing revenue from users of their patented technologies and with the enforcement against unauthorized users of their patented technologies through the filing of patent infringement litigation. It is engaged in licensing and enforcing patented technologies. Its subsidiaries include Adaptix, Inc. and Body Science, LLC.