Envestnet Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 24, 2024, Envestnet, Inc., a Delaware corporation (“Envestnet” or the “Company”), held a special meeting of its stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of July 11, 2024 (as it may be amended from time to time, the “Merger Agreement”), by and among BCPE Pequod Buyer, Inc. (“Parent”), BCPE Pequod Merger Sub, Inc., a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Envestnet, pursuant to which Merger Sub will merge with and into Envestnet (the “Merger”), with Envestnet surviving the Merger and becoming a wholly owned subsidiary of Parent. Each proposal voted on at the Special Meeting is described in detail in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission (“SEC”) and mailed to Company stockholders commencing on August 23, 2024.
As of the close of business on August 20, 2024, the record date for the Special Meeting, there were 55,244,657 shares of common stock of Envestnet, par value $0.005 per share (“Envestnet Common Stock”), outstanding and entitled to be voted at the Special Meeting. A total of 43,118,361 shares of Envestnet Common Stock, representing approximately 78.05% of the outstanding shares of Envestnet Common Stock entitled to vote, were present virtually or by proxy, constituting a quorum.
The voting results for the proposals voted on at the Special Meeting are set forth below:
1. The Merger Proposal – To adopt the Merger Agreement, pursuant to which Merger Sub will merge with and into Envestnet, with Envestnet surviving the Merger and becoming a wholly owned subsidiary of Parent, and to approve the Merger.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 42,827,672 | 193,657 | 97,032 | - | |||||||||||
As a result, the Merger Proposal was approved by the requisite vote of the Company’s stockholders.
2. The Merger-Related Compensation Proposal – To approve, on a non-binding advisory basis, the compensation that will or may become payable by Envestnet to its named executive officers in connection with the Merger.
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 41,431,052 | 1,580,029 | 107,280 | - | |||||||||||
As a result, the Merger-Related Compensation Proposal was approved by the requisite vote of the Company’s stockholders.
3. The Adjournment Proposal – To approve an adjournment of the Special Meeting, from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or in the absence of a quorum.
Because there were sufficient votes represented at the time of the Special Meeting to approve the Merger Proposal, the Adjournment Proposal was moot and was not presented for approval by the Company’s stockholders at the Special Meeting.
| Item 8.01. | Other Events. |
On September 24, 2024, the Company issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Exhibit Description | |||
| 99.1 | Press Release of the Company, dated September 24, 2024. | |||
| 104 | The cover page of this Current Report on Form 8-K formatted as Inline XBRL. | |||
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 thereunto duly authorized.
| Envestnet, Inc. | ||
| Date: September 24, 2024 | By: | /s/ James L. Fox |
Name: Title: |
James L. Fox Interim Chief Executive Officer | |