UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 18, 2018
COMMERCEHUB, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-37840 |
| 81-1001640 |
(State or other jurisdiction of |
| (Commission |
| (I.R.S. Employer |
201 Fuller Road, 6th Floor
Albany, New York 12203
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (518) 810-0700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders
As previously announced, on March 5, 2018, CommerceHub, Inc., a Delaware corporation (“CommerceHub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among CommerceHub, Great Dane Parent, LLC, a Delaware limited liability company (“Parent”), and Great Dane Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge (the “Merger”) with and into CommerceHub, with CommerceHub continuing as the surviving corporation and a wholly owned subsidiary of Parent. Parent and Merger Sub were formed by affiliates of GTCR LLC and Sycamore Partners Management L.P.
Also as previously announced, CommerceHub stockholders approved each of the proposals relating to the Merger that were considered at the special meeting of stockholders held at the offices of Baker Botts, L.L.P. in New York, New York on May 18, 2018 (the “Special Meeting”). More specifically, the following proposals were considered and acted upon by the stockholders of CommerceHub: (a) a proposal to adopt the Merger Agreement (the “Merger Proposal”); (b) a proposal to approve, on an advisory (nonbinding) basis, specified compensation that may become payable to CommerceHub’s named executive officers in connection with the Merger (the “Advisory Compensation Proposal”); and (c) a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). The number of votes cast for or against, as well as the number of abstentions and broker non-votes as to each proposal, are set forth below.
1. Merger Proposal
Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
|
15,213,131 |
| 33,026 |
| 7,437 |
| 0 |
|
Accordingly, the Merger Proposal was approved.
2. Advisory Compensation Proposal
Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
|
14,710,402 |
| 532,059 |
| 11,133 |
| 0 |
|
Accordingly, the Advisory Compensation Proposal was approved.
3. Adjournment Proposal
Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
|
14,823,058 |
| 412,651 |
| 17,885 |
| 0 |
|
Accordingly, the Adjournment Proposal was approved.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 21, 2018
| COMMERCEHUB, INC. | |
|
| |
| By: | /s/ Douglas Wolfson |
|
| Name: Douglas Wolfson |
|
| Title: General Counsel and Secretary |
