Current Report Filing (8-k)
11 October 2018 - 7:35AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 10, 2018
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Web.com
Group, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-51595
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94-3327894
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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12808
Gran Bay Parkway West, Jacksonville, FL
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32258
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(904) 680-6600
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Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 5.07.
Submission of Matters to a Vote of Security Holders.
A special meeting
of stockholders (the “Special Meeting”) of Web.com Group, Inc. (“Web.com”) was held on October 10, 2018.
At the Special Meeting, Web.com’s stockholders, upon the unanimous recommendation of the board of directors of Web.com:
(a) voted in favor of the adoption of the Amended and Restated Agreement and Plan of Merger, dated as of August 5, 2018 (the “Amended
and Restated Merger Agreement”), by and between Web.com, Parker Private Holdings II, LLC, a Delaware limited liability company
(“Parent”) and Parker Private Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and a wholly-owned
subsidiary of Parent, pursuant to which Merger Sub is to be merged with and into Web.com (the “Merger”), with Web.com
surviving the Merger as a wholly owned subsidiary of Parent, and thereby approved the Amended and Restated Merger Agreement and
the Merger; and (b) voted
, on an adv
isory basis, against the pro
posal
to approve the Merger-related compensation for
Web.com
’s named executive officers.
No vote was taken on the third proposal, the proposal to
adjourn the Special Meeting to solicit additional proxies to vote
in favor of the adoption and approval of the Amended and Restated Merger Agreement, because there were sufficient votes at the
Special Meeting to adopt and approve the Amended and Restated Merger Agreement.
Each proposal
is described in detail in Web.com’s definitive proxy statement, dated September 5, 2018, which was filed with the SEC on
September 5, 2018, and first mailed to Web.com’s stockholders on September 7, 2018. Stockholders owning a total of 39,635,526
shares voted at the Special Meeting, representing approximately 78.9% of the shares of Web.com Common Stock issued and outstanding
as of the record date for the Special Meeting.
The voting results
for each item of business voted upon at the Special Meeting were as follows:
PROPOSAL 1:
To
approve
and adopt the
Amended and Restated Merger
Agreement.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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39,603,365
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10,780
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21,381
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0
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PROPOSAL 2:
To
approve,
on an advisory basis, the merger-related compensation of Web.com’s named executive officers.
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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17,695,424
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21,850,090
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90,012
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0
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PROPOSAL 3:
To
vote
to adjourn or postpone the Special meeting, if necessary, for the purpose of soliciting additional proxies to vote in favor of
adoption and approval of the Amended and Restated Merger
Agreement.
Because the stockholders approved Proposal
1, no vote was taken on Proposal 3.
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Web.com Group, Inc.
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(Registrant)
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Date: October 10, 2018
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/s/ Matthew P. McClure
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Matthew P. McClure, Secretary
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