Current Report Filing (8-k)
April 26 2021 - 5:19PM
Edgar (US Regulatory)
0001366246
false
0001366246
2021-04-26
2021-04-26
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iso4217:USD
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO
SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report:
April 26, 2021
(Date of earliest
event reported)
Glu Mobile Inc.
(Exact Name of Registrant
as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
001-33368
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91-2143667
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(Commission File Number)
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(IRS Employer Identification No.)
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875 Howard Street, Suite 100
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San Francisco, California
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94103
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(Address of Principal Executive Offices)
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(Zip Code)
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(415) 800-6100
(Registrant’s
Telephone Number, Including Area Code)
Not Applicable
(Former name or former
address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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GLUU
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The Nasdaq Global Select Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote
of Security Holders.
On April 26, 2021, Glu Mobile Inc. (the
“Company”) held a virtual special meeting of stockholders (the “Special Meeting”) exclusively online via
live webcast. Holders of the Company’s Common Stock were entitled to one vote for each share held as of the close of business
on March 24, 2021 (the “Record Date”). Present at the Special Meeting or represented by proxy were holders of
122,005,585 shares of Common Stock, or more than 69% of the eligible votes as of the Record Date, constituting a quorum.
At the Special Meeting, the stockholders of the
Company voted on the following proposals: (1) to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger
Agreement”), dated as of February 8, 2021, by and among the Company, Electronic Arts Inc. (“Electronic Arts”), a Delaware
corporation, and Giants Acquisition Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Electronic
Arts (such proposal, “Proposal 1”); (2) to approve, on a non-binding advisory basis, the compensation that may be paid or
become payable to the Company’s named executive officers that is based on or otherwise relates to the merger (such proposal, “Proposal
2”); and (3) to approve the adjournment of the Special Meeting to a later date or dates, if the Company’s board of directors
determines that it is necessary or appropriate and is permitted by the Merger Agreement, to (i) solicit additional proxies if (a) there
is not a quorum present or represented by proxy or (b) there are insufficient votes to adopt the Merger Agreement, in each case, at the
time of the Special Meeting, (ii) give stockholders additional time to evaluate any supplemental or amended disclosure or (iii) otherwise
comply with applicable law (such proposal, “Proposal 3”). Each of these proposals is described in more detail in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2021. The voting results for each of the proposals
are detailed below:
Proposal 1. The Company’s stockholders approved Proposal
1. The voting results were as follows:
Votes
For
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Votes
Against
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Abstentions
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121,421,633
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287,821
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296,131
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Proposal 2. The Company’s stockholders approved Proposal
2. The voting results were as follows:
Votes
For
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Votes
Against
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Abstentions
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117,595,587
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3,730,790
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679,208
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Proposal 3. There being a quorum present and sufficient votes
in favor of Proposal 1, the stockholders were not asked to vote with respect to Proposal 3.
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.
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Glu Mobile Inc.
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Date: April 26, 2021
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By:
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/s/ Scott J. Leichtner
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Name:
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Scott J. Leichtner
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Title:
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Vice President and General Counsel
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