COMMERCEHUB,INC. (NASDAQ:CHUBA) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k

7 years ago

COMMERCEHUB,INC. (NASDAQ:CHUBA) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders

As previously announced, on March5, 2018, CommerceHub,Inc., a Delaware corporation (“CommerceHub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among CommerceHub, Great Dane Parent, LLC, a Delaware limited liability company (“Parent”), and Great Dane Merger Sub,Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), to which Merger Sub will merge (the “Merger”) with and into CommerceHub, with CommerceHub continuing as the surviving corporation and a wholly owned subsidiary of Parent. Parent and Merger Sub were formed by affiliates of GTCR LLC and Sycamore Partners Management L.P.

Also as previously announced, CommerceHub stockholders approved each of the proposals relating to the Merger that were considered at the special meeting of stockholders held at the offices of Baker Botts, L.L.P. in New York, New York on May18, 2018 (the “Special Meeting”). More specifically, the following proposals were considered and acted upon by the stockholders of CommerceHub: (a)a proposal to adopt the Merger Agreement (the “Merger Proposal”); (b)a proposal to approve, on an advisory (nonbinding) basis, specified compensation that may become payable to CommerceHub’s named executive officers in connection with the Merger (the “Advisory Compensation Proposal”); and (c)a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). The number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each proposal, are set forth below.

1. Merger Proposal

VotesFor	VotesAgainst	Abstentions	BrokerNon-Votes
15,213,131	33,026	7,437

Accordingly, the Merger Proposal was approved.

2. Advisory Compensation Proposal

VotesFor	VotesAgainst	Abstentions	BrokerNon-Votes
14,710,402	532,059	11,133

Accordingly, the Advisory Compensation Proposal was approved.

3. Adjournment Proposal

VotesFor	VotesAgainst	Abstentions	BrokerNon-Votes
14,823,058	412,651	17,885

Accordingly, the Adjournment Proposal was approved.

About COMMERCEHUB,INC. (NASDAQ:CHUBA)
CommerceHub, Inc. operates a cloud-based e-commerce fulfillment and marketing software platform of integrated supply, demand and delivery solutions for large retailers, online marketplaces and digital marketing channels, as well as consumer brands, manufacturers, distributors and other market participants. The Company’s software platform acts as a hub that allows trading partners to develop and maintain omni-channel commercial relationships in consumer and business-to-business e-commerce markets. Approximately 9,500 trading partners have access to its platform daily to exchange critical information with each other, including orders, invoices, product information and other electronic documents. The Company provides its customers with the solutions, including Supply Solutions, Demand Solutions and Delivery Solutions. In addition to its cloud-based software, the Company provides customers with access to various services, such as supplier onboarding and performance marketing.