Current Report Filing (8-k)
08 February 2018 - 9:23AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
February 7, 2018
BARRACUDA
NETWORKS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36162
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83-0380411
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3175 S. Winchester Blvd.
Campbell, California 95008
(Address of principal executive offices, including zip code)
(408) 342-5400
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 if an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) of 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 any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ☑
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On February 7, 2018, Barracuda Networks, Inc.
(the
Company
) held a special meeting of stockholders (the
Special Meeting
) at their principal executive offices in Campbell, California.
As of the record date, December 26, 2017, there were 53,666,055 shares of common stock of the Company outstanding and entitled to vote at the Special
Meeting. At the Special Meeting, 39,170,646 shares, or approximately 72.99% of all outstanding shares of common stock, were present either in person or by proxy. Two matters were voted upon at the Special Meeting, with the Board of Directors of the
Company unanimously recommending a vote FOR each of the proposals voted upon, as further described in the definitive proxy statement filed with the Securities and Exchange Commission (the
SEC
) on January 9, 2018
(the
Definitive Proxy Statement
).
Proposal 1 (the
Merger Proposal
) was to approve and adopt the Agreement and Plan
of Merger (as it may be amended from time to time, the
Merger Agreement
), dated November 26, 2017, by and among the Company, Project Deep Blue Holdings, LLC and Project Deep Blue Merger Corp.
The Merger Proposal was approved and adopted. In light of the approval of the Merger Proposal, Proposal No. 2 to approve the adjournment of the Special
Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal, was rendered moot and was not presented for a vote at the Special Meeting. The
table below shows the final voting results from the Special Meeting.
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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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Proposal 1 The Merger Proposal
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39,100,556
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20,871
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49,219
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0
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Barracuda Networks, Inc.
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By:
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/s/ Diane C. Honda
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Diane C. Honda
Senior Vice President,
General Counsel and Secretary
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Date: February 7, 2018
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