DIGITALGLOBE, INC. (NYSE:DGI) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07Submission of Matters to a Vote of SecurityHolders.
On July 27, 2017, DigitalGlobe, Inc., a Delaware corporation (“DigitalGlobe”), held a special meeting of DigitalGlobe shareowners in Westminster, Colorado (the “special meeting”). As of June 16, 2017, DigitalGlobe’s record date for the special meeting, there were a total of 65,276,587 shares of DigitalGlobe common stock, par value $0.001 per share (the “DigitalGlobe common stock”), including shares of Series A Convertible DigitalGlobe preferred stock (“DigitalGlobe preferred stock”) on an as-converted to DigitalGlobe common stock basis, outstanding and entitled to vote at the special meeting. At the special meeting, 53,151,567 shares of DigitalGlobe common stock, including shares of DigitalGlobe preferred stock on an as-converted to DigitalGlobe common stock basis, were present or represented by proxy and, therefore, a quorum was present.DigitalGlobe previously filed with the U.S. Securities and Exchange Commission a definitive proxy statement and related materials pertaining to the special meeting, which describe each of the three proposals submitted to DigitalGlobe shareowners at the special meeting.The final voting results regarding each proposal are set forth below.
The Merger Proposal: DigitalGlobe shareowners approved the proposal to approve and adopt the Agreement and Plan of Merger dated as of February 24, 2017 (the “merger agreement”), by and among DigitalGlobe, MacDonald, Dettwiler and Associates Ltd. (“MDA”), SSL MDA Holdings, Inc., and Merlin Merger Sub, Inc. (“Merger Sub”), to which, among other things, Merger Sub will merge with and into DigitalGlobe (the “merger”), with DigitalGlobe surviving the merger as an indirect wholly owned subsidiary of MDA. The votes regarding this proposal were as follows:
|
For |
Against |
Abstain |
|
49,438,979 |
3,550,619 |
161,969 |
The Advisory Compensation Proposal: DigitalGlobe shareowners did not approve, on an advisory (non-binding) basis, certain specified compensation that will or may be paid by DigitalGlobe to its named executive officers that is based on or otherwise relates to the merger.The votes regarding this proposal were as follows:
|
For |
Against |
Abstain |
|
26,304,686 |
26,656,891 |
189,990 |
The Adjournment Proposal: DigitalGlobe shareowners approved the proposal to adjourn the special meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the special meeting to approve the merger proposal.The votes regarding this proposal were as follows:
|
For |
Against |
Abstain |
|
46,827,723 |
6,158,819 |
165,025 |
The affirmative vote of DigitalGlobe shareowners holding a majority in voting power of the outstanding shares of DigitalGlobe common stock and DigitalGlobe preferred stock (on an as-converted to DigitalGlobe common stock basis), voting together as a single class as of the record date, to approve and adopt the merger agreement satisfies one of the conditions to the closing of the merger, which remains subject to other customary closing conditions.
