Bankrate, Inc. (NYSE:RATE) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07Submission of Matters to a Vote of Security Holders.
On September 13, 2017, Bankrate, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of July 2, 2017(the “Merger Agreement”), by and among the Company, Red Ventures Holdco, LP (“Red Ventures”) and Baton Merger Corp. (“Merger Sub”), which provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Red Ventures.
As of August 14, 2017, the record date for the Special Meeting, there were 89,694,479 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), outstanding, each of which was entitled to one vote for each proposal at the Special Meeting.At the Special Meeting, a total of 81,107,113 shares of Common Stock, representing approximately 90% of the outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
|
(1) |
the adoption of the Merger Agreement; |
|
(2) |
the approval, on an advisory (non-binding) basis, of certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger; and |
|
(3) |
the approval of the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum. |
Each of the three proposals was approved by the requisite vote of the Company’s stockholders.The final voting results for each proposal are described below.For more information on each of these proposals, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 15, 2017.
|
1. |
Proposal to adopt the Merger Agreement: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|
80,684,127 |
17,280 |
405,706 |
N/A |
|
2. |
Proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|
53,512,355 |
27,004,827 |
589,931 |
N/A |
|
3. |
Proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|
76,839,625 |
3,678,557 |
588,931 |
N/A |
Item 8.01Other Events.
On September 13, 2017, the Company issued a press release regarding stockholder approval of the Merger Agreement and certain related matters.A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description of Exhibit
99.1Press Release, dated September 13, 2017
EXHIBIT INDEX
Exhibit No.Description of Exhibit
99.1Press Release, dated September 13, 2017
Bankrate, Inc. ExhibitEX-99.1 2 rate-20170914xex99_1.htm EX-99.1 Exhibit 99.1 EXHIBIT 99.1 BANKRATE STOCKHOLDERS APPROVE MERGER WITH RED VENTURES New York,…To view the full exhibit click here
About Bankrate, Inc. (NYSE:RATE)
Bankrate, Inc. (Bankrate) is a publisher, aggregator and distributor of personal finance content on the Internet. The Company provides consumers personal finance editorial content across multiple vertical categories, including mortgages, deposits, credit cards, senior care and other personal finance categories. The Company operates through segments, including Banking, Credit Cards, Senior Care and Other. The Company provides a range of digital display advertising formats. It sells to advertisers targeting a specific audience in a city or state and to national advertisers targeting the entire Country. It is also engaged in the sale of print advertisements and the distribution (or syndication) of its editorial content. It offers branded content that educates consumers and financial professionals on a range of personal finance topics. It provides a platform for consumers searching for competitive rates on mortgages, deposits and money market accounts.