Item 5.07
Submission of Matters to a Vote of Security Holders.
On July 30, 2019, Control4 Corporation (the Company or Control4) held a special meeting of stockholders (the Special Meeting) to consider certain proposals related to the Agreement and Plan of Merger, dated as of May 8, 2019 (the Merger Agreement), by and among the Company, Wirepath Home Systems, LLC (Parent) and Copper Merger Sub Inc. (Merger Sub), which provides, among other things and subject to the terms and conditions set forth therein, that Merger Sub will be merged with and into the Company (the Merger), with the Company continuing as the surviving corporation and as a direct wholly owned subsidiary of Parent.
As of the close of business on June 12, 2019, the record date for the Special Meeting, there were 26,799,355 shares of the Companys common stock, par value $0.0001 per share (the Common Stock), outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 19,330,903 shares of Common Stock, representing approximately 72.13% of the outstanding shares of Common Stock entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
1.
the adoption of the Merger Agreement (the Merger Proposal);
2.
the approval, on an advisory (non-binding) basis, of certain compensation that may be paid or become payable to the Companys named executive officers in connection with the Merger (the Compensation Proposal); and
3.
the approval of the adjournment of the Special Meeting, 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 (the Adjournment Proposal).
At the Special Meeting, the Merger Proposal and the Compensation Proposal were approved by the requisite vote of the Companys stockholders. Sufficient votes were received to approve the Adjournment Proposal, but such an adjournment was not necessary in light of the approval of the Merger Proposal. The final voting results for each proposal are described below. For more information on each of these proposals, see the Companys definitive proxy statement filed with the U.S. Securities and Exchange Commission on June 21, 2019.
1.
Merger Proposal:
For
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Against
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Abstain
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19,222,326
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97,240
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11,337
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2.
Compensation Proposal:
For
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Against
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Abstain
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18,717,861
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468,030
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145,012
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This communication may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our expectations or beliefs, including, but not limited to, our expectations concerning our operations and financial performance and condition, and our expectations regarding our ability to complete the Merger and the timing of the Merger, as well as our ability to realize the anticipated benefits from the Merger. Words such as anticipates, expects, intends, plans, believes, seeks, estimates, and similar expressions are intended to identify such forward- looking statements. These forward-looking statements are not guarantees of future performance
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and are subject to certain risks and uncertainties that are difficult to predict. Control4s actual results could differ materially from those contained in the forward-looking statements due to risks and uncertainties associated with fluctuations in our quarterly operating results, concentration of our product offerings, development risks involved with new products and technologies, competition, our contractual relationships with third parties, contract renewals with business partners, compliance by our customers with the terms of their contracts with us, and other factors disclosed in Control4s filings with the Securities and Exchange Commission. Risks and uncertainties related to the Merger include, but are not limited to:
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The occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;
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The failure of the parties to satisfy conditions to completion of the Merger;
·
The risk that regulatory or other approvals are delayed or are subject to terms and conditions that are not anticipated;
·
Changes in our business or in our or our businesses operating prospects;
·
The impact of the announcement of, or failure to complete, the Merger on our relationships with employees, customers, vendors and other business partners;
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Potential litigation related to the Merger;
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Risks associated with the diversion of managements attention or other resources from other critical business operations and strategic priorities due to the Merger; and
·
Changes in domestic and global economic, political and market conditions.
Other factors that may cause such differences include, but are not limited to, those described in the Companys Form 10-K for the year ended December 31, 2018, as filed with the SEC, and in other reports filed by the Company with the SEC from time to time. Control4 undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
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Control4 Corporation
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Dated: July 30, 2019
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By:
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/s/ Mark Novakovich
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Name:
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Mark Novakovich
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Title:
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Chief Financial Officer
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