Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On July 16, 2018, Financial Engines, Inc.
(the Company) held a special meeting of stockholders (the Special Meeting) to consider certain proposals related to the Agreement and Plan of Merger, dated as of April 29, 2018 (the Merger Agreement), by and
among the Company, Edelman Financial, L.P. (Parent) and Flashdance Merger Sub, Inc. (Merger Sub), which provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged
with and into the Company (the Merger), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent.
As of the close of business on June 1, 2018, the record date for the Special Meeting, there were 63,716,814 shares of the Companys common stock,
par value $0.0001 per share (the Common Stock), outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 53,757,648 shares of Common Stock, representing
approximately 84.37% of the outstanding shares of Common Stock entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
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(1)
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the adoption of the Merger Agreement;
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(2)
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the approval, on an advisory
(non-binding)
basis, of certain compensation that may be paid or become payable to the Companys named executive officers in connection with the
Merger; and
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(3)
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the approval of the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to
adopt the Merger Agreement or in the absence of a quorum.
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Each of the three proposals was approved by the requisite vote of the
Companys stockholders. The final voting results for each proposal are described below. For more information on each of these proposals, see the Companys definitive proxy statement filed with the U.S. Securities and Exchange Commission on
June 5, 2018.
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1.
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Proposal to adopt the Merger Agreement:
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For
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Against
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Abstain
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Broker
Non-Votes
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53,608,728
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1,405
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147,515
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N/A
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2.
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Proposal to approve, on an advisory
(non-binding)
basis, certain compensation that may be paid or become payable to the Companys named executive officers in connection with
the Merger:
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For
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Against
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Abstain
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Broker
Non-Votes
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49,423,011
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4,104,976
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229,661
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N/A
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3.
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Proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal
to adopt the Merger Agreement or in the absence of a quorum:
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For
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Against
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Abstain
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Broker
Non-Votes
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50,769,553
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2,804,292
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183,803
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N/A
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Cautionary Statements Regarding Forward-Looking Information
Certain statements contained in this report may constitute forward-looking statements. These forward-looking statements may be
identified by terms such as plan to, designed to, allow, will, can, expect, estimates, believes, intends, may,
continues, to be or the negative of these terms, and similar expressions intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which
may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements, and reported results should not be considered as an indication of future performance. These risks,
uncertainties and other factors include, but are not limited to, risks related to the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure to satisfy any of the conditions
to the completion of the merger; the effect of the announcement of the merger on the ability of the Company to retain and hire key personnel and maintain relationships with its clients, providers, partners and others with whom it does business, or
on its operating results and businesses generally; risks associated with the disruption of managements attention from ongoing business operations due to the merger; the ability to meet expectations regarding the timing and completion of the
merger; and other factors described in the Companys Form
10-K
for the year ended December 31, 2017, as filed with the SEC, and in other reports filed by the Company with the SEC from time to time.
You are cautioned not to unduly rely on these forward-looking statements, which speak only as of the date of this report. Unless required by law, the Company undertakes no obligation to publicly revise any forward-looking statement to reflect
circumstances or events after the date of this report or to report the occurrence of unanticipated events.