SEC Form 8-K filed by AvidXchange Holdings Inc.
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 16, 2025, AvidXchange Holdings, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of May 6, 2025, by and among the Company, Arrow Borrower 2025, Inc., a Delaware corporation (“Parent”), and Arrow Merger Sub 2025, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of TPG Global, LLC (“TPG”) through an investment fund managed by TPG, and Corpay, Inc. will also be a direct or indirect investor in Parent.
Holders of the Company’s common stock (the “Company Common Stock”) as of the close of business on August 14, 2025 (the “Record Date”) were entitled to vote at the Special Meeting. As of the Record Date, there were 207,698,753 shares of Company Common Stock outstanding. Each share of Company Common Stock was entitled to one vote on each proposal. A quorum, representing holders of 161,861,694 shares of Company Common Stock, or 77.93% of the outstanding shares of Company Common Stock as of the Record Date, was present or represented by proxy at the Special Meeting.
Set forth below is a brief description of each matter submitted to a vote of the Company’s stockholders at the Special Meeting:
| 1. | Proposal 1— A proposal to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Merger (the “Merger Proposal”); and |
| 2. | Proposal 2—A proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger (the “Merger Compensation Proposal”). |
The proposals are described further in the Company’s “Proxy Statement for Special Meeting of Stockholders” filed on August 15, 2025, with the United States Securities and Exchange Commission (the “Proxy Statement”).
The Company’s inspector of elections certified the following vote tabulations.
Proposal No. 1: Merger Proposal
The proposal was approved based upon the following votes:
| For |
Against |
Abstain | ||
| 160,933,222 |
811,814 | 116,658 |
Proposal No. 2: Merger Compensation Proposal
The proposal was approved based upon the following votes:
| For |
Against |
Abstain | ||
| 157,281,016 |
2,642,993 | 1,937,685 |
Because the Company’s stockholders approved the Merger Proposal, a vote on the proposal to adjourn the Special Meeting, as described in the Proxy Statement, was not called during the Special Meeting.
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.
| AvidXchange Holdings, Inc. | ||||||
| Date: September 16, 2025 | By: | /s/ Ryan Stahl | ||||
| Ryan Stahl General Counsel, Senior Vice President and Secretary | ||||||