UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 22, 2025, Altair Engineering Inc., a Delaware corporation (“Altair”), convened a special meeting of stockholders (the “Special Meeting”) to consider and vote upon certain proposals related to the Agreement and Plan of Merger, dated as of October 30, 2024 (the “Merger Agreement”), among Altair, Siemens Industry Software Inc., a Delaware corporation (“Siemens”) and Astra Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Siemens (“Merger Sub”), pursuant to which Merger Sub will merge with and into Altair (the “Merger”), with Altair surviving the Merger and becoming a wholly owned subsidiary of Siemens. As a result of the Merger, Altair will no longer be publicly held. Altair’s securities will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended.
There were 60,137,617 shares of Class A common stock of Altair, par value $0.0001 per share (the “Class A common stock”), and 25,393,574 shares of Class B common stock of Altair, par value $0.0001 per share (the “Class B common stock” and, together with the Class A common stock, the “Altair common stock”) issued and outstanding as of the close of business on December 17, 2024, the record date for the Special Meeting (the “Record Date”). At the Special Meeting, the holders of 53,252,783 shares of Altair’s Class A common stock and 25,393,574 shares of Altair’s Class B common stock were present or represented by proxy, representing approximately 97.8% of the voting power of all issued and outstanding shares of Altair common stock entitled to vote at the Special Meeting as of the close of business on 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 Altair with the U.S. Securities and Exchange Commission on December 18, 2024 (the “Proxy Statement”)):
Proposal 1 – The Merger Agreement Proposal: To adopt the Merger Agreement.
Proposal 2 – The Merger-Related Compensation Proposal: To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Altair’s named executive officers that is based on or otherwise relates to the Merger.
Each proposal was approved by the requisite vote of Altair’s stockholders. Because Proposal 1 – The Merger Agreement Proposal – was approved, a vote on the adjournment proposal described in the Proxy Statement was not necessary. A summary of the voting results for each proposal is set forth below.
Proposal 1 – The Merger Agreement Proposal
Votes For |
Votes Against |
Abstentions | ||
307,156,609 |
10,862 | 21,052 |
Proposal 2 – The Merger-Related Compensation Proposal
Votes For |
Votes Against |
Abstentions | ||
305,518,588 |
1,530,771 | 139,164 |
Item 8.01 Other Events.
On January 22, 2025, Altair 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 |
Description | |
99.1 | Press Release announcing the results of the Special Meeting, dated as of January 22, 2025. | |
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: January 22, 2025
ALTAIR ENGINEERING INC. | ||
By: | /s/ Raoul Maitra | |
Raoul Maitra | ||
Chief Legal Officer |