On June 18, 2024, AdTheorent Holding Company, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of April 1, 2024 (the “Merger Agreement”), by and among Cadent, LLC, a Delaware limited liability company (“Parent”), Award Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary of Parent, Novacap Cadent Acquisition Company, Inc., a Delaware corporation, Novacap Cadent Holdings, Inc., a Delaware corporation, and the Company, pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving the merger as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”).
As of the close of business on April 30, 2024, the record date for the Special Meeting, there were 91,598,261 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), issued and outstanding and entitled to vote at the Special Meeting (excluding 598,875 shares of Common Stock subject to the Escrow Agreement, dated December 22, 2021, by and among the Company, MCAP Acquisition, LLC and Continental Stock Transfer & Trust Company, as amended by the Amendment to Stock Escrow Agreement, dated January 24, 2024). At the Special Meeting, the holders of a total of 61,222,415 shares of Common Stock, representing approximately 66.4% of the voting power of the issued and outstanding shares of Common Stock as of the record date, were present in person or represented by proxy, constituting a quorum.
At the Special Meeting, the following proposals were considered:
| 1. | A proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”); and |
| 2. | A proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”). |
The Merger Agreement Proposal was approved by the requisite vote of the Company’s stockholders. The Adjournment Proposal was not presented at the Special Meeting, as there were sufficient votes to approve the Merger Agreement Proposal at the Special Meeting.
Final voting results for the Merger Agreement Proposal are provided below. For more information regarding the Merger Agreement Proposal, please refer to the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on May 20, 2024.
1. Merger Agreement Proposal:
| Votes For | Votes Against | Abstain |
| 55,644,727 | 5,259,693 | 317,995 |
