Callidus Software Inc. (NASDAQ:CALD) Files An 8-K Submission of Matters to a Vote of Security Holders

Callidus Software Inc. (NASDAQ:CALD) 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.

Callidus Software Inc. (“Company”) held a Special Meeting of Stockholders (“Special Meeting”) on March29, 2018 at the Company’s headquarters. An aggregate of 66,460,419 shares of Company common stock were entitled to vote at the Special Meeting, and a total of 55,373,301 shares, constituting a quorum, were represented in person or by proxy.

At the Special Meeting, the stockholders of the Company voted on the following proposals: (i)to adopt the Agreement and Plan of Merger, dated as of January29, 2018, by and among SAP America,Inc., a Delaware corporation (“SAP”), Emerson One Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of SAP, and the Company, as such agreement may be amended from time to time (“Merger Agreement”) (such proposal, “Proposal One”); (ii)to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger (such proposal, “Proposal Two”); and (iii)to approve the adjournment of the special meeting to a later date, if the Board determines that it is necessary or appropriate and is permitted by the Merger Agreement, to solicit additional proxies if there is not a quorum present or there are not sufficient votes in favor of the adoption of the Merger Agreement at the time of the special meeting (such proposal, “Proposal Three”). Each of these proposals is described in more detail in the Company’s definitive proxy statement, dated February22, 2018. The voting results for each of the proposals are detailed below:

Proposal One. The Company’s stockholders approved Proposal One. The voting results were as follows:

For

Against

Abstentions

BrokerNon-Votes

55,266,626

68,130

38,545

Proposal Two. The Company’s stockholders approved Proposal Two. The voting results were as follows:

For

Against

Abstentions

BrokerNon-Votes

44,365,019

10,877,785

130,497

Proposal Three. There being a quorum present and sufficient votes in favor of Proposal One and Proposal Two, the stockholders were not asked to vote with respect to Proposal Three.


About Callidus Software Inc. (NASDAQ:CALD)

Callidus Software Inc. (Callidus) is a provider of cloud-based sales, marketing, learning and customer experience solutions. The Company’s CallidusCloud enables its customers to manage their Lead to Money process with a suite of solutions that identify leads, implement territory and quota plans, enable sales forces, automate bid configuration pricing and quoting, manage contracts, streamline sales compensation and capture customer feedback, among others. Lead to Money is a process designed to help companies respond to the changing role of sales and marketing in the redefined buying cycle. The Company’s Lead to Money suite and technology solutions include Lead, Planning, Enablement, Quotes and Proposals, Contracts, Incentives, Customer Experience and Technology. The Company provides a range of services, which include professional services, business process outsourcing services, maintenance and technical support services, and education services.

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