UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On December 18, 2023, Alteryx, Inc. (“Alteryx”) announced its entry into an Agreement and Plan of Merger, dated as of December 18, 2023 (the “Merger Agreement”), by and among Azurite Intermediate Holdings, Inc. (“Parent”), Azurite Merger Sub, Inc. (“Merger Sub”) and Alteryx. The Merger Agreement provides that, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Alteryx (the “Merger”), with Alteryx surviving the Merger and becoming a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of investment funds managed by Clearlake Capital Group, L.P. and Insight Venture Management, LLC.
In connection with the Merger, Alteryx held a special meeting of stockholders on March 13, 2024, at 10:00 a.m., Pacific time (the “Special Meeting”). The Special Meeting was held exclusively online via webcast.
As of January 31, 2024, the record date for the Special Meeting (the “Record Date”), there were 72,271,128 shares of Alteryx’s capital stock issued, outstanding and entitled to vote at the Special Meeting (collectively, the “Shares”), consisting of 64,386,678 shares of Alteryx’s Class A common stock and 7,884,450 shares of Alteryx’s Class B common stock. Each share of Class A common stock was entitled to one vote on each proposal at the Special Meeting, and each share of Class B common stock was entitled to ten votes on each proposal at the Special Meeting. At the Special Meeting, the holders of 122,270,779 Shares were present in person or represented by proxy, which constituted a quorum.
The following are the voting results of the proposals considered and voted on at the Special Meeting, each of which is described in Alteryx’s definitive proxy statement, dated February 9, 2024 (the “Proxy Statement”), filed by Alteryx with the Securities and Exchange Commission.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||
| Proposal 1: To adopt the Merger Agreement. |
119,505,927 | 2,730,818 | 34,034 | 0 | ||||
| Proposal 1 was approved. |
||||||||
| Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Alteryx to its named executive officers in connection with the Merger contemplated by the Merger Agreement. |
118,633,105 | 3,299,424 | 338,250 | 0 | ||||
| Proposal 2 was approved. |
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Proposal 3 described in the Proxy Statement (relating to the adjournment of the Special Meeting, if necessary or appropriate) was rendered moot and was not presented at the Special Meeting as a result of the approval of Proposal 1.
The parties expect the Merger to be completed on March 19, 2024, subject to the remaining conditions set forth in the Merger Agreement.
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.
| ALTERYX, INC. | ||||||
| Dated: March 14, 2024 |
/s/ Christopher M. Lal | |||||
| Name: Christopher M. Lal | ||||||
| Title: Chief Legal Officer and Corporate Secretary | ||||||