Item 5.07
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Submission of Matters to a Vote of Securities Holders
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On October 9, 2019, Monotype Imaging Holdings Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) at the Company’s headquarters located at 600 Unicorn Park Drive, Woburn, Massachusetts 01801.
As of August 23, 2019, the record date for the Special Meeting, there were 41,315,681 shares of the Company’s common stock outstanding and entitled to vote. At the Special Meeting, 34,822,256 shares, or approximately 84.28% of all outstanding shares of common stock, were present either in person or by proxy.
At the Special Meeting, three proposals were considered:
(1) The proposal to adopt the Agreement and Plan of Merger, dated as of July 25, 2019 (as it may be amended, supplemented or otherwise modified from time to time), by and among Monotype Imaging Holdings Inc., Marvel Parent, LLC and Marvel Merger Sub, Inc. (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger Proposal”).
(2) The proposal to approve a nonbinding, advisory proposal to approve the compensation that may be paid or may become payable to the Company’s named executive officers in connection with, or following, the consummation of the merger (the “Compensation Proposal”).
(3) The proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the Merger Proposal (the “Adjournment Proposal”).
At the Special Meeting, the Merger Proposal and the Compensation Proposal were approved by stockholders. Sufficient votes were also received to approve the Adjournment Proposal, but such an adjournment was not necessary in light of the approval of the Merger Proposal. The table below shows the final voting results from the Special Meeting.
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For
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Against
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Abstain
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33,600,660
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1,158,254
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63,342
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2.
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Compensation Proposal:
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For
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Against
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Abstain
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33,762,899
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951,400
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107,957
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For
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Against
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Abstain
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32,354,514
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2,395,101
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72,641
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