Desktop Metal Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submission of Matters to a Vote of Security Holders.
A special meeting of stockholders (the “Special Meeting”) of Desktop Metal, Inc. (“Desktop Metal”) was held virtually at 9:00 a.m. Eastern Time on October 2, 2024. The Special Meeting was held in order to consider and vote upon the proposals set forth in the proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 15, 2024, as supplemented on September 24, 2024 (the “Proxy Statement”), to (i) adopt the Agreement and Plan of Merger, dated as of July 2, 2024 (the “Merger Agreement”), by and among Desktop Metal, Nano Dimension Ltd., an Israeli company (“Nano”), and Nano US I, Inc., a Delaware corporation (“Merger Sub”)and a direct, wholly-owned subsidiary of Nano Dimension USA Inc., a Delaware corporation (“Nano Dimension USA”), which is a direct, wholly-owned subsidiary of Nano (the “Merger Proposal”), (ii) approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Desktop Metal’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the “Advisory Compensation Proposal”) and (iii) approve the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Desktop Metal special meeting to approve the Merger Proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Desktop Metal stockholders (the “Adjournment Proposal”). The proposals are described in detail in the Proxy Statement.
At the Special Meeting, (i) the Merger Proposal was approved by the affirmative vote of holders of a majority in voting power of the outstanding Desktop Metal Class A common stock, par value $0.0001 per share (the “Common Stock”) entitled to vote thereon, and (ii) the Advisory Compensation Proposal was approved by the affirmative vote of the holders of a majority in voting power of the votes cast. As there were sufficient votes to approve the Merger Agreement at the time of the Special Meeting, the Adjournment Proposal was not presented to stockholders.
As of the close of business on August 12, 2024, the record date for the Special Meeting, there were an aggregate of 33,260,586 shares of Common Stock outstanding, each of which was entitled to one vote with respect to each proposal. A total of 21,019,830 shares of Common Stock, representing approximately 63.2% of the outstanding shares of Common Stock entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business at the Special Meeting.
The following are the final voting results on the proposals considered and voted upon at the Special Meeting, each of which is more fully described in the Proxy Statement:
| I. | The Merger Proposal – To adopt the Merger Agreement: |
| For | Against | Abstain | ||
| 20,215,961 | 746,279 | 57,590 |
| II. | The Advisory Compensation Proposal – To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Desktop Metal’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement: |
| For | Against | Abstain | ||
| 13,952,950 | 1,767,608 | 5,299,272 |
As there were sufficient votes to approve the Merger Agreement at the time of the Special Meeting, the Adjournment Proposal was not presented to stockholders.
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.
| Desktop Metal, Inc. | |||
| Date: | October 3, 2024 | By: | /s/ Larry O’Connell |
| Name: | Larry O’ Connell | ||
| Title: | General Counsel and Corporate Secretary | ||