HireRight (HRT) Environmental, Social & Governance (ESG) Data

On June 21, 2024, HireRight Holdings Corporation, a Delaware corporation (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of February 15, 2024 (the “Merger Agreement”), by and among the Company, Hearts Parent, LLC, a Delaware limited liability company (“Parent”), and Hearts Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving such merger as the surviving corporation (the “Merger”) and approve the transactions contemplated thereby, including the Merger (the “Merger Agreement Proposal”).


As of May 7, 2024, the record date for the Special Meeting (the “Record Date”), there were 67,352,961 shares of the Company’s common stock, par value $0.001 per share (the “Company Common Stock” or “Shares”) outstanding. At the Special Meeting, a total of 61,968,235 Shares, equivalent to 61,968,235 votes, representing approximately 92.00% of the outstanding Shares entitled to vote, equivalent to approximately 92.00% of the voting power of the outstanding Shares entitled to vote, were present in person (which includes presence virtually at the Special Meeting) or represented by proxy, constituting a quorum to conduct business.


At the Special Meeting, the following proposals were considered:







For more information on each of these proposals, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 17, 2024 (the “Proxy Statement”).


The approval of the Merger Agreement Proposal required (i) the affirmative vote of the holders of at least a majority of the voting power of the Shares entitled to vote and (ii) the affirmative vote of the holders of at least a majority of the voting power of the Shares held by the Unaffiliated Stockholders (as defined in the Proxy Statement) entitled to vote, in each case, in accordance with the General Corporation Law of the State of Delaware.


The approval of the Adjournment Proposal required the affirmative vote of the holders of a majority of the voting power of the Shares present in person or represented by proxy at the virtual Special Meeting and entitled to vote thereon, assuming that a quorum is present.


For each of the Merger Agreement Proposal and the Adjournment Proposal, each record holder of Company Common Stock was entitled to one (1) vote for each outstanding share of Company Common Stock owned of record on the Record Date.


Both proposals were approved by the requisite vote of the Company’s stockholders. The final voting results for each proposal are described below. Because the Merger Agreement and the transactions contemplated thereby, including the Merger, were approved and adopted by the Company’s Stockholders, no adjournment to solicit additional proxies was necessary.






The total number of the votes (based on the voting power of Shares entitled to vote) with respect to the Merger Agreement Proposal were as follows:






The total number of the votes (based on the voting power of Shares entitled to vote) with respect to the Adjournment Proposal were as follows:




As of the date of this Current Report on Form 8-K, the Merger is expected to close on or about June 28, 2024, subject to the satisfaction or waiver of certain customary closing conditions.