| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
As previously disclosed, on October 13, 2023, PCTEL, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Amphenol Corporation, a Delaware corporation (“Parent”) and Hilltop Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. On December 12, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement filed with the Securities and Exchange Commission on November 9, 2023, which was first mailed to the Company’s stockholders on or around November 9, 2023.
As of the close of business on November 1, 2023, the record date for the Special Meeting, there were 19,353,641 shares of common stock of the Company, par value $0.001 per share (“Common Stock”) outstanding and entitled to vote at the Special Meeting. 15,882,085 shares of Common Stock, representing approximately 82% of all of the issued and outstanding Common Stock entitled to vote, were represented at the Special Meeting. The tables below detail the final voting results for each proposal:
| |
1. |
The proposal to adopt the Merger Agreement (the “Merger Proposal”). The Company’s stockholders approved the Merger Proposal as follows: |
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|
|
|
|
| For |
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Against |
|
Abstained |
| 15,807,836 |
|
65,813 |
|
8,436 |
| |
2. |
The proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the Merger (the “Advisory Compensation Proposal”). The Company’s stockholders approved, on an advisory (non-binding) basis, the Advisory Compensation Proposal as follows: |
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|
|
|
|
| For |
|
Against |
|
Abstained |
| 15,151,422 |
|
663,413 |
|
67,250 |
In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting, if deemed by the Board of Directors of the Company or any designee thereof necessary or appropriate, including to solicit additional proxies in the event there are not sufficient votes at the Special Meeting or any adjourning or postponement thereof to adopt the Merger Agreement (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement, the Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting.
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