BTRS Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 13, 2022, BTRS Holdings Inc., a Delaware corporation (“Billtrust” or the “Company”), convened a special meeting of stockholders (the “Special Meeting”) to consider and vote upon certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 28, 2022, by and among the Company, Bullseye FinCo, Inc., a Delaware corporation (“Parent”), and Bullseye Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. As a result of the Merger, the Company will no longer be publicly held. The Company’s common stock will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended.
There were 164,717,883 shares of common stock, par value $0.0001 per share, of Billtrust (the “Billtrust common stock”), issued and outstanding as of November 4, 2022, the record date for the Special Meeting (the “Record Date”). At the Special Meeting, the holders of 137,994,502 shares of Billtrust common stock were present or represented by proxy, representing approximately 83.78% of the total outstanding shares of Billtrust common stock as of the Record Date, which constituted a quorum.
At the Special Meeting, the following proposals were voted upon (each of which is described in greater detail in the definitive proxy statement filed by Billtrust with the Securities and Exchange Commission on November 10, 2022):
Proposal 1 – Merger Proposal: To adopt the Merger Agreement.
Proposal 2 – Merger Compensation Proposal: To approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the Merger.
Proposal 3 – Adjournment Proposal: To approve an adjournment of the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to adopt the Merger Agreement.
Each proposal was approved by the requisite vote of Billtrust’s stockholders. Although Proposal 3 was approved, the adjournment of the Special Meeting was not necessary because Billtrust’s stockholders approved Proposal 1. A summary of the voting results for each proposal is set forth below.
Proposal 1 – Merger Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 134,885,353 | 25,337 | 3,083,812 | 0 |
Proposal 2 – Merger Compensation Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 130,124,751 | 4,736,044 | 3,133,707 | 0 |
Proposal 3 – Adjournment Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 134,198,118 | 3,682,281 | 114,103 | 0 |
The Merger is expected to close in the fourth quarter of 2022, subject to customary closing conditions.
Item 8.01 Other Events.
On December 13, 2022, Billtrust issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release dated December 13, 2022 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
SIGNATURE
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.
Date: December 13, 2022
| BTRS HOLDINGS INC. | ||
| By: | /s/ Mark Shifke | |
| Mark Shifke | ||
| Chief Financial Officer | ||