Current Report Filing (8-k)
March 12 2020 - 9:47AM
Edgar (US Regulatory)
false 0001420302 0001420302 2020-03-12 2020-03-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 12, 2020
LogMeIn, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-34391
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20-1515952
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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320 Summer Street
Boston, Massachusetts
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02210
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (781)-638-9050
(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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☐
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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:
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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, $0.01 par value per share
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LOGM
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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. ☐
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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LogMeIn, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on March 12, 2020. Proxies for the Special Meeting were solicited in accordance with the Securities Exchange Act of 1934, as amended. At the Special Meeting, the stockholders of the Company voted on the following proposals:
I. Adoption of the Agreement and Plan of Merger, dated December 17, 2019 (as it may be amended from time to time, the “Merger Agreement”) by and among LogMeIn, Inc., a Delaware corporation, Logan Parent LLC, a Delaware limited liability company, and Logan Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Logan Parent LLC:
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For
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Against
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Abstentions
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Broker Non-
Votes
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36,048,777
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857,406
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32,688
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II. Approval to adjourn the Special Meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes to accept the Merger Agreement at the time of the Special Meeting:
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For
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Against
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Abstentions
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Broker Non-
Votes
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33,808,005
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3,082,985
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47,881
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III. Approval of, on a non-binding, advisory basis, certain compensation that will or may become payable to the Company’s named executive officers in connection with the transactions contemplated by the Merger Agreement:
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For
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Against
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Abstentions
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Broker Non-
Votes
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35,365,036
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1,385,785
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188,077
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On March 12, 2020, the Company issued a press release announcing stockholder approval of the foregoing matters at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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A list of exhibits is set forth in the Exhibit Index below and is incorporated herein by reference.
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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LOGMEIN, INC.
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Date: March 12, 2020
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By:
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/s/ Michael J. Donahue
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Michael J. Donahue
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SVP, General Counsel & Secretary
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