Item 5.07
Submission of Matters to a Vote of Security Holders.
On August 24, 2018, Cotiviti Holdings, Inc., a Delaware corporation (“Cotiviti”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated June 19, 2018, by and among Cotiviti, Verscend Technologies, Inc., a Delaware corporation (“Parent”), and Rey Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Cotiviti (the “Merger”), with Cotiviti continuing as the surviving corporation and a wholly owned subsidiary of Parent.
As of July 18, 2018, the record date for the determination of stockholders entitled to vote at the Special Meeting, there were 94,037,966 shares of Cotiviti common stock outstanding and entitled to vote, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 85,356,626 shares of Cotiviti common stock, representing approximately 90.76% of the shares outstanding and entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business for all matters presented at the Special Meeting.
At the Special Meeting, Cotiviti stockholders considered three proposals, each of which is described in more detail in a definitive proxy statement filed by Cotiviti with the Securities and Exchange Commission (the “SEC”) on July 23, 2018 and the supplemental disclosure to the proxy statement filed by Cotiviti with the SEC on August 10, 2018. The final results regarding each proposal are set forth below.
Proposal No. 1 -
To adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger.
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Broker
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Votes For
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Votes Against
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Votes Abstained
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Non-Votes
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85,110,125
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28,863
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217,638
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-
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This proposal was approved by the requisite vote of Cotiviti stockholders.
Proposal No. 2 -
To approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of Cotiviti in connection with the Merger.
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Broker
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Votes For
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Votes Against
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Votes Abstained
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Non-Votes
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84,007,311
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1,032,699
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316,616
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-
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This proposal was approved by the requisite vote of Cotiviti stockholders.
Proposal No. 3 -
To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the proposal to adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, at the time of the Special Meeting.
Adjournment of the Special Meeting was deemed not necessary or appropriate and was not acted upon because there were sufficient votes at the time of the Special Meeting to approve the adoption of the Merger Agreement and transactions contemplated thereby, including the Merger.