DIGITALGLOBE, INC. (NYSE:DGI) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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DIGITALGLOBE, INC. (NYSE:DGI) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 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.

Item 7.01Regulation FD Disclosure.

On July 27, 2017, DigitalGlobe issued a press release announcing voting results on the proposals at the special meeting. The full text of the press release is attached hereto as Exhibit99.1 and is incorporated herein by reference.

The information under this Item 7.01 of this Current Report on Form8-K, including Exhibit99.1, is being furnished under Item 7.01 and shall not be deemed to be “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit NumberDescription

Exhibit 99.1DigitalGlobe, Inc.’s press release, dated July 27, 2017.


DIGITALGLOBE, INC. Exhibit
EX-99.1 2 ex-99d1.htm EX-99.1 dgi_Ex99_1 Exhibit 99.1   PRESS RELEASE     DigitalGlobe Shareowners Approve Merger with MDA   WESTMINSTER,…
To view the full exhibit click here

About DIGITALGLOBE, INC. (NYSE:DGI)

DigitalGlobe, Inc. is a provider of high-resolution Earth-imagery products and services. The Company’s imagery solutions support a range of users in defense and intelligence, civil agencies, mapping and analysis, environmental monitoring, oil and gas exploration, infrastructure management, Internet portals and navigation technology. It operates through collecting, processing and distributing imagery products and services to customers around the world segment. It sells its products and services through a combination of direct and indirect channels, consisting of a global network of resellers, strategic partners, direct enterprise sales and Web services to its United States Government and Diversified Commercial customer groups. It offers Earth-imagery products, including imagery from its constellation of high-resolution satellites and provides geospatial products and services in which it combines its Earth imagery, analytic expertise and technology to deliver integrated solutions.