Submission of Matters to a Vote of Securities Holders.
On August 28, 2017, ARI Network Services, Inc. (“ARI”) held a special meeting of shareholders (the “Special Meeting”). As of the record date, July 28, 2017, there were 17,369,872 shares of ARI common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 11,386,718 shares, or approximately 66% of all outstanding shares of Common Stock, were present either in person or by proxy. Three matters were included in the notice of Special Meeting for consideration at the Special Meeting, with the Board of Directors of ARI recommending a vote “FOR” in connection with each of the proposals, as further described in the definitive proxy statement and related supplement filed with the Securities and Exchange Commission on July 31, 2017 and August 17, 2017, respectively (as supplemented , the “Definitive Proxy Statement”).
Proposal No. 1 (the “Merger Proposal”) was to consider and vote on the proposal to approve and adopt the Agreement and Plan of Merger dated as of June 20, 2017 (the “Merger Agreement”), by and among ARI, Expedition Holdings LLC, a Delaware limited liability company (“Parent”), and Expedition Merger Sub, Inc., a Wisconsin corporation and a direct wholly owned subsidiary of Parent (the “Merger Sub”), pursuant to which Merger Sub will be merged with and into ARI (the “Merger”), with ARI surviving the Merger as a direct wholly owned subsidiary of Parent.
Proposal No. 2 (the “Adjournment Proposal”) was to consider and vote on any proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
Proposal No. 3 (the “Merger Compensation Proposal”) was to consider and vote on the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ARI to its named executive officers in connection with the Merger.
The Adjournment Proposal was not considered at the Special Meeting. The Merger Proposal and the Merger Compensation Proposal were approved. The table below shows the final voting results from the Special Meeting.