Item 5.07. Submission of Matters to a Vote of Security Holders.
Medidata Solutions, Inc., a Delaware corporation (the “Company”), held its special meeting of stockholders on August 16, 2019 (the “Special Meeting”). A definitive merger
proxy statement on Schedule 14A with respect to the Special Meeting was filed with the Securities and Exchange Commission on July 19, 2019. Descriptions of each of the proposals voted upon at the Special Meeting are contained in the definitive
merger proxy statement. At the close of business on July 19, 2019, the record date of the Special Meeting, the Company had 62,449,313 shares of its common stock, par value $0.01 (the “Common Stock”), issued and outstanding and entitled to vote at
the Special Meeting. The holders of a total of 49,093,637 shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting were present in person or represented by proxy at the Special Meeting, which constituted a quorum for
the purpose of the Special Meeting.
At the Special Meeting, stockholders of the Company (1) approved the adoption of the Agreement and Plan of Merger, dated as of June 11, 2019 (the “Merger Agreement”), by and
among the Company, Dassault Systèmes SE, a
societas Europaea
(European company) organized under the laws of France (“Dassault Systèmes”), Dassault Systèmes Americas Corp., a Delaware corporation and a
wholly-owned subsidiary of Dassault Systèmes (“Parent”), and 3DS Acquisition 6 Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, among other things, Merger Sub will be merged with and into the
Company (the “Merger”) with the Company surviving the Merger as a wholly-owned subsidiary of Parent and (2) approved, on an advisory (non-binding) basis, specified compensation that may be paid or become payable to the Company’s named executive
officers in connection with the Merger.
The following is a summary of the final voting results with respect to each of the proposals, including the number of votes cast for and against, and the number of abstentions.
Proposal 1
: A proposal to adopt the Merger Agreement:
For
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|
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Against
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Abstain
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Broker Non-Votes
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48,717,311
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|
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22,643
|
|
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353,683
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|
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—
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Proposal 2
: A proposal to approve, on an advisory (non-binding) basis, specified compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger:
For
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|
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Against
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Abstain
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|
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Broker Non-Votes
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43,455,340
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5,185,455
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452,842
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|
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—
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Proposal 3
: In connection with the Special Meeting, the Company also solicited proxies with respect to a 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 (the “Adjournment Proposal”). The Adjournment Proposal was rendered moot in light of the approval of the proposal to adopt the
Merger Agreement.