Xactly Corporation (NYSE:XTLY) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On June20, 2017, Xactly Corporation, a Delaware Corporation
(Xactly or the Company), entered into an Amendment to the
Agreement and Plan of Merger (the Amendment), which amended the
Agreement and Plan of Merger, dated May29, 2017 (the Amended
Merger Agreement), by and among Excalibur Parent, LLC, a Delaware
limited liability company (Parent), Excalibur Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent
(Merger Sub) and the Company. The Amendment provides
clarification in order to implement the parties original intent
on how outstanding equity awards are treated upon the
consummation of the Merger. Capitalized terms used herein but not
otherwise defined have the meaning set forth in the Amended
Merger Agreement.

The foregoing description of the Amendment and the transactions
contemplated thereby does not purport to be complete, and is
subject to, and qualified in its entirety by reference to, the
full text of the Amendment, which is attached as Exhibit2.2 and
is incorporated herein by reference.

On June20, 2017, the Company held its annual meeting of
stockholders (the Annual Meeting). Present at theAnnual Meeting
were holders of 28,393,304 shares of common stock of the Company,
representing 88.74% of the outstanding shares entitled to vote as
of April26, 2017, the record date for the Annual Meeting, and
constituting a quorum for the transaction of business. The
stockholders of the Company voted on the following proposals at
the Annual Meeting, each of which is more fully described in the
Companys definitive proxy statement filed with the Securities and
Exchange Commission on May11, 2017:

The voting results for each of these proposals are detailed
below.

1. Election of
Directors

Each director nominee was duly elected as a ClassII director to
serve until the Companys 2020 annual meeting of stockholders and
until her successor is duly elected and qualified.

2. Ratification of Appointment of
Independent Registered Public Accounting Firm

The stockholders of the Company ratified the appointment of KPMG
LLP as the Companys independent registered public accounting firm
for the fiscal year ending January31, 2018.

The consummation of the Merger is conditioned upon, among other
things, the expiration or termination of any waiting periods
applicable to the consummation of the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR
Act). On June20, 2017, the U.S. Federal Trade Commission notified
Xactly that early termination of the waiting period under the HSR
Act was granted, effective immediately.

The consummation of the Merger remains subject to approval by
Xactlys stockholders and the satisfaction or waiver of customary
closing conditions set forth in the Amended Merger Agreement.

Additional Information and Where to Find It

Xactly has filed a preliminary proxy statement on Schedule 14A
with the Securities and Exchange Commission (the SEC). Promptly
after filing its definitive proxy statement with the SEC, Xactly
will furnish to its stockholders the definitive proxy statement
in connection with the proposed Merger. The preliminary proxy
statement described above contains important information about
the proposed Merger and related matters. INVESTORS, STOCKHOLDERS
AND SECURITY HOLDERS OF XACTLY ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT XACTLY
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT XACTLY AND THE
TRANSACTION. Investors, stockholders and security holders will be
able to obtain free copies of these documents and other documents
filed with the SEC by Xactly through the website maintained by
the SEC at www.sec.gov. In addition, investors, stockholders and
security holders will be able to obtain free copies of these
documents from Xactly by contacting Xactlys Investor Relations at
(408) 477-3338, by e-mail at [email protected], or by going to
Xactlys Investor Relations page on its website at
investors.xactlycorp.com.

Participants in the Solicitation

The directors and executive officers of Xactly may be deemed to
be participants in the solicitation of proxies from the
stockholders of Xactly in connection with the proposed Merger.
Information regarding the interests of these directors and
executive officers in the transaction described herein is set
forth in Xactlys preliminary proxy statement on Schedule 14A
filed with the SEC on June16, 2017. Additional information
regarding Xactlys directors and executive officers is also
included in Xactlys proxy statement for its 2017 Annual Meeting
of Stockholders, which was filed with the SEC on May11, 2017.
These documents are available free of charge as described in the
preceding paragraph.

Legal Notice Regarding Forward-Looking
Statements

This Form 8-K contains certain forward-looking statements within
the meaning of Section27A of the Securities Act of 1933 and
Section21E of the Securities Exchange Act of 1934, including, but
not limited to, statements regarding possible or assumed future
results of operations of Xactly, the expected completion and
timing of the Merger and other information relating to the
Merger. Without limiting the foregoing, the words believes,
anticipates, plans, expects, intends, forecasts, should,
estimates, contemplate, future, goal, potential, predict,
project, projection, may, will, could, should, would, assuming
and other words or expressions of similar meaning or import are
intended to identify forward-looking statements. You should,
therefore, carefully read and consider statements that contain
these words or expressions, as such forward-looking statements
involve certain risks and uncertainties that could cause actual
results to differ materially from those indicated in such
forward-looking statements, including, but not limited to, (i)the
risk that the proposed Merger may not be completed in a timely
manner or at all, which may adversely affect Xactlys business and
the price of the common stock of Xactly, (ii)the failure to
satisfy all of the conditions precedent to the consummation of
the proposed Merger, including, but not limited to, the required
consent of the stockholders of Xactly and the receipt of certain
governmental or regulatory approvals, (iii)the occurrence of any
event, change or other circumstance or condition that could give
rise to the termination of the merger agreement, (iv)the effect
of the announcement or pendency of the transaction on Xactlys
business relationships, operating results and business generally,
(v)risks that the proposed transaction disrupts current plans and
operations and the potential difficulties in employee retention
as a result of the transaction, (vi)risks related to diverting
managements attention from Xactlys ongoing business operations,
(vii)the outcome of any legal proceedings that may be instituted
against us related to the merger agreement or the Merger and
(viii)such other risks and uncertainties as identified in Xactlys
Annual Report on Form 10-K for the fiscal year ended January31,
2017 and Quarterly Report on Form 10-Q for the fiscal quarter
ended April30, 2017, as filed with the SEC, which contain and
identify important factors that could cause the actual results to
differ materially from those contained in the forward-looking
statements. Xactly assumes no obligation to update any
forward-looking statement contained in this Form 8-K.

EXHIBIT INDEX

Xactly Corp Exhibit
EX-2.2 2 d396371dex22.htm EX-2.2 EX-2.2 Exhibit 2.2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER is effective as of June 20,…
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About Xactly Corporation (NYSE:XTLY)

Xactly Corporation is a provider of cloud-based incentive compensation solutions for employee and sales performance management. The Company delivers its solutions through a software-as-a-service (SaaS) business model. The Company has a customer base, including companies in various industries, such as business and financial services, communications, life sciences, media and Internet, SaaS and traditional software, and retail. Its SaaS solutions are delivered through a cloud-based platform. Its solutions support finance, sales, compensation administrators, information technology and human resources personnel in designing, processing and managing incentive compensation. The Company offers products, including Xactly Incent Enterprise, Xactly Incent Express, Xactly Objectives, Xactly Territories, Xactly Insights, Xactly Quota, Xactly Incent Views, Xactly Inspire and Xactly Connect.