HSN, INC. (NASDAQ:HSNI) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
On December 29, 2017, HSN, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) in connection with the merger transaction (“Merger”) contemplated by the Agreement and Plan of Merger, dated as of July 5, 2017 (as such agreement may be amended from time to time, the “Merger Agreement”), by and among the Company, Liberty Interactive Corporation, a Delaware corporation (“Parent”), and Liberty Horizon, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent.
As of the close of business on October 31, 2017, the record date for the Special Meeting, there were 52,434,369 outstanding shares of the Company’s common stock (“Company common stock”), each with one vote per share. 46,084,796 shares of Company common stock were represented in person or by proxy at the Special Meeting and, therefore, a quorum was present. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal presented at the Special Meeting is set forth below:
| 1. | Proposal to adopt the Merger Agreement. |
|
For |
Against |
Abstentions |
Broker Non-Votes |
| 45,668,679 | 28,831 | 387,286 |
The proposal was approved, having received “for” votes from a majority of the outstanding shares of Company common stock entitled to vote at the Special Meeting.
| 2. | Proposal to adjourn or postpone the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement/prospectus is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve Proposal 1. |
|
For |
Against |
Abstentions |
Broker Non-Votes |
| 43,622,790 | 2,076,704 | 385,302 |
The proposal was approved, having received “for” votes from a majority of the votes cast affirmatively or negatively, in person or by proxy, at the Special Meeting.
| 3. | Proposal to approve, by a non-binding, advisory vote, certain compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement. |
|
For |
Against |
Abstentions |
Broker Non-Votes |
| 45,587,811 | 107,286 | 389,699 |
The proposal was approved, having received “for” votes from a majority of the votes cast affirmatively or negatively, in person or by proxy, at the Special Meeting.
On December 29, 2017, the Company issued a press release announcing the results of the Special Meeting. 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 |
HSN, Inc. ExhibitEX-99.1 2 dp84687_ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 Liberty Interactive Completes Acquisition of HSN,…To view the full exhibit click here
About HSN, INC. (NASDAQ:HSNI)
HSN, Inc. is an interactive multi-channel retailer. The Company markets and sells a range of third party and private-label merchandise directly to consumers through various platforms, including television home shopping programming broadcast on the HSN television networks; catalogs, comprising the Cornerstone portfolio of print catalogs; Websites, which consist of HSN.com, joymangano.com and over seven branded Websites operated by Cornerstone; mobile devices; retail and outlet stores, and wholesale distribution of certain products to other retailers. It operates through two segments: HSN and Cornerstone. HSN offerings comprise jewelry, fashion (apparel and accessories), beauty and health (including beauty, wellness and fitness), and home and other (including home, electronics, culinary and other). Merchandise offered by Cornerstone consists of home furnishings (including indoor/outdoor furniture, home decor, tabletop, textiles and other home related goods), and apparel and accessories.
