| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Hortonworks, Inc. (the “Company” or “Hortonworks”) held its special meeting of stockholders (the “Special Meeting”) on December 28, 2018. As of November 26, 2018, the Company’s record date for the Special Meeting, there were a total of 84,237,493 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 61,438,946 shares of Common Stock were present or represented by proxy, which constituted a quorum. A summary of the final voting results is set forth below.
Proposal 1: To adopt the Agreement and Plan of Merger and Reorganization, dated as of October 3, 2018, by and among Hortonworks, Cloudera, Inc., a Delaware corporation (“Cloudera”), and Surf Merger Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Cloudera (as it may be amended from time to time, the “Merger Agreement”), and approve the transactions contemplated by the Merger Agreement (the “Merger Proposal”).
| | | | |
| For | | Against | | Abstain |
| | | | |
| 60,141,616 | | 1,018,974 | | 278,356 |
Proposal 2: The proposal to approve the adjournment of the Special Meeting was not voted upon at the Special Meeting because such proposal was rendered moot due to the approval of the Merger Proposal.
Consummation of the transactions contemplated by the Merger Agreement are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the definitive joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 27, 2018 (the “Joint Proxy Statement”), which is available on the SEC’s website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the Joint Proxy Statement. Assuming the satisfaction of such closing conditions, Hortonworks expects the closing to occur on or about January 3, 2019.
To the extent required, the information included in Item 5.07 of this Form 8-K is incorporated into this Item 8.01.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the federal securities law that are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such statements. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. Such statements are subject to risks and uncertainties that include, but are not limited to: (i) conditions to the closing of the merger may not be satisfied; (ii) the merger may involve unexpected costs, liabilities or delays; (iii) the effect of the announcement of the merger on the ability of Cloudera or Hortonworks to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Cloudera or Hortonworks does business, or on Cloudera’s or Hortonworks’ operating results and business generally; (iv) Cloudera’s or Hortonworks’ respective businesses may suffer as a result of uncertainty surrounding the merger and disruption of management’s attention due to the merger; (v) the outcome of any legal proceedings related to the merger; (vi) Cloudera or Hortonworks may be adversely affected by other economic, business, and/or competitive factors; (vii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (viii) risks that the merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; and (ix) other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all. Additional factors that may affect the future results of Cloudera and Hortonworks are set forth in their respective filings with the SEC, including in the Joint Proxy Statement filed by Cloudera and Hortonworks on November 27, 2018, and each of Cloudera’s and Hortonworks’ most recently filed Annual Report on Form10-K, subsequent Quarterly Reports on Form10-Q, Current Reports on Form8-K and other filings with the SEC, which are available on the SEC’s website atwww.sec.gov. See in particular Item 1A of Part II of Cloudera’s Quarterly Report on Form10-Q for the quarter ended October 31, 2018 under the heading “Risk Factors” and Item 1A of Part II of Hortonworks’ Quarterly Report on Form10-Q for the quarter ended September 30, 2018 under the heading “Risk Factors.” The risks and uncertainties described above and in the Registration Statement and Cloudera’s most recent Quarterly Report on Form10-Q and Hortonworks’ most recent Quarterly Report on Form10-Q are not exclusive and further information concerning Cloudera and
