Couchbase Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$BASE
Computer Software: Prepackaged Software
Technology
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): September 9, 2025
(Exact name of registrant as specified in charter)
|
|
|
|
|
(State or other jurisdiction of Incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
(Address of principal executive offices, including zip code)
(650 ) 417-7500
(Registrant’s 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:
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on
which registered
|
|
|
|
(Nasdaq Global Select Market)
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
|
On June 20, 2025, Couchbase, Inc. (“Couchbase”) announced its entry into an Agreement and Plan of Merger, dated as of June 20, 2025 (the “Merger Agreement”), by and
among Cascade Parent Inc. (“Parent”), Cascade Merger Sub Inc. (“Merger Sub”) and Couchbase. The Merger Agreement provides for Merger Sub to be merged with and into Couchbase, with Couchbase surviving as a wholly owned subsidiary of Parent (the
“Merger”). Parent and Merger Sub are affiliates of Haveli Investments, L.P.
In connection with the Merger, Couchbase held a special meeting of stockholders on September 9, 2025, at 9:00 a.m., Pacific time (the “Special Meeting”).
As of close of business on July 28, 2025, the record date for the Special Meeting (the “Record Date”), there were 55,248,577 shares of Couchbase common stock issued,
outstanding and entitled to vote at the Special Meeting (the “Shares”). Each Share was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, 46,264,923 Shares were present in person or represented by proxy,
representing approximately 83.73% of the Shares and constituting a quorum to conduct business.
The following are the voting results of the proposals considered and voted on at the Special Meeting, each of which is described in Couchbase’s proxy statement, dated
August 7, 2025, filed by Couchbase with the Securities and Exchange Commission (the “Proxy Statement”).
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER
NON-
VOTES
|
|
|
Proposal 1: To adopt the Merger Agreement.
|
46,126,854
|
52,010
|
86,059
|
NA |
|
Proposal 1 was approved.
|
||||
|
Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Couchbase to its named executive officers in connection with the Merger.
|
45,485,223
|
686,006
|
93,694
|
NA |
|
Proposal 2 was approved.
|
Proposal 3 described in the Proxy Statement (relating to the adjournment of the Special Meeting, if necessary or appropriate) was rendered moot and was not presented
at the Special Meeting as a result of the approval of Proposal 1.
|
Item 8.01
|
Other Events.
|
On September 10, 2025, Couchbase issued a press release announcing approval of the Merger Agreement by its stockholders. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference in its entirety.
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits.
|
Exhibit Number
|
Description
|
|
Press Release, dated September 10, 2025.
|
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
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.
|
|
COUCHBASE, INC.
|
|||
|
|
By: | /s/ Margaret Chow |
|
|
|
Date: September 10, 2025
|
Name: | Margaret Chow |
|
|
|
|
Title: | SVP, Chief Legal Officer and Corp. Secretary |
|
|