UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 20, 2022 (
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At a special meeting of the stockholders of ServiceSource International, Inc., a Delaware corporation (the “Company”) held on July 20, 2022 (the “Special Meeting”), 78,716,385 of the 100,261,386 shares of common stock outstanding as of June 13, 2022, the record date, were present at the meeting virtually/via webcast or represented by proxy, constituting 78.5% of the outstanding shares entitled to vote and a valid quorum. The Company’s stockholders voted on the proposals set forth below relating to the Agreement and Plan of Merger, dated as of May 6, 2022 (the “Merger Agreement”), by and among the Company, Concentrix Corporation, a Delaware corporation (“Parent”), and Concentrix Merger Sub Inc., a Delaware corporation (“Acquisition Sub”). The Merger Agreement provides that, subject to its terms and conditions, Acquisition Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Parent. Upon completion of the Merger, the Company will no longer be publicly held, and the Company’s common stock will be delisted from The Nasdaq Stock Market LLC and deregistered under the Securities Exchange Act of 1934, as amended. The stockholders of the Company voted on the following proposals at the Special Meeting, each of which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 17, 2022:
Proposal 1. | To adopt the Merger Agreement (the “Merger Proposal”); |
Proposal 2. | To approve, on a non-binding advisory basis, the compensation that will or may become payable by Company to its named executive officers in connection with the Merger (the “Non-Binding Compensation Proposal”); and |
Proposal 3. | To approve the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). |
Each of Proposal 1 and Proposal 3 was approved by the requisite vote of stockholders of the Company. Although Proposal 3 was approved, the adjournment of the Special Meeting was not necessary because stockholders of the Company approved Proposal 1. Stockholders of the Company approved, on a non-binding, advisory basis, Proposal 2. The voting results for each of these proposals are detailed below (rounded down to the nearest whole share).
1. Vote to approve the Merger Proposal.
For | Against | Abstained | Broker Non-votes | |||
78,267,989 | 31,988 | 416,407 | 0 |
The stockholders voted to approve the Merger Agreement.
2. Vote to approve the Non-Binding Compensation Proposal.
For | Against | Abstained | Broker Non-votes | |||
76,951,079 | 754,670 | 1,010,635 | 0 |
The stockholders voted to approve the non-binding advisory proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the Merger.
3. Vote to approve the Adjournment Proposal.
For | Against | Abstained | Broker Non-votes | |||
76,923,351 | 1,220,266 | 572,767 | 0 |
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: July 20, 2022 | SERVICESOURCE INTERNATIONAL, INC. | ||
By: | /s/ Megan Fine | ||
Name: | Megan Fine | ||
Title: | General Counsel |