Actua Corporation (NASDAQ:ACTA) Files An 8-K Submission of Matters to a Vote of Security Holders

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Actua Corporation (NASDAQ:ACTA) 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 December7, 2017, Actua Corporation, a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”). As of November2, 2017, the record date of the Special Meeting, there were a total of 32,156,605 shares of the Company’s Common Stock issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 25,492,277 shares of the Company’s Common Stock were represented in person or by proxy, and, accordingly, a quorum was present.

The following is a brief description of each matter voted upon at the Special Meeting, as well as the final number of votes cast for and cast against, as applicable, for each matter, as well as the number of abstentions and broker non-votes, as applicable, with respect to each such matter.

Proposal 1: The vote to approve the transactions contemplated by the Membership Interest Purchase Agreement, dated as of September23, 2017, by and among the Company, Actua Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Actua Holdings”), Arsenal Acquisition Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Actua Holdings, and Velocity Holdco III Inc. (f/k/a Arsenal Buyer Inc.), a Delaware corporation and an affiliate of CVC Growth Fund (such agreement, the “Velocity/Bolt Sale Agreement”), and the Agreement and Plan of Merger, dated as of September25, 2017, by and among Folio Dynamics Holdings, Inc., a Delaware corporation and a majority-owned subsidiary of the Company (“FolioDynamix”), Envestnet, Inc., a Delaware corporation (“Envestnet”), FCDMerger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Envestnet, and Actua USA Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company, as the representative of FolioDynamix’s stockholders (such agreement, the “Folio Sale Agreement”), which together constitute a sale of substantially all of the Company’s assets (such transactions together, the “Transactions”), were as follows:

Votes For Votes Against Abstentions Broker Non-Votes

25,439,240

9,764 43,273

Proposal 2: The non-binding advisory vote to approve the compensation of the Company’s named executive officers based on or that otherwise relates to the Transactions.

Votes For Votes Against Abstentions Broker Non-Votes

17,197,890

8,247,848

46,539

Proposal 3: The votes to approve an adjournment of the Special Meeting, if necessary.

Votes For Votes Against Abstentions Broker Non-Votes

24,125,002

1,324,051 43,224


About Actua Corporation (NASDAQ:ACTA)

Actua Corporation, formerly ICG Group, Inc., is a multi-vertical cloud technology company. The Company operates through two segments, which include the vertical cloud segment and the vertical cloud (venture) segment. The Company’s vertical cloud-based businesses include Bolt Solutions Inc. (Bolt), Folio Dynamics Holdings Inc. (FolioDynamix), GovDelivery Holdings, Inc. (GovDelivery) and VelocityEHS Holdings, Inc. (VelocityEHS), which operate in the commercial and personal property and casualty insurance, wealth management, government communications and environmental, health and safety (EH&S) markets, respectively. The vertical cloud (venture) businesses include InstaMed Holdings, Inc. (InstaMed) and Parchment Inc. (Parchment), which operate a cloud-based healthcare payments network and an education credentials technology, respectively.

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