UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 10, 2020 (August 9, 2020)
CORELOGIC, INC.
(Exact Name of the Registrant as Specified in Charter)
Delaware | 001-13585 | 95-1068610 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
40 Pacifica | Irvine | California | 92618-7471 | |||
(Street Address) | (City) | (State) | (Zip Code) |
Registrant’s telephone number, including area code (949) 214-1000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | Trading symbol(s) | Name of exchange on which registered | ||
Common Stock, $0.00001 par value | CLGX | New York Stock Exchange | ||
Preferred Stock Purchase Rights | CLGX | New York Stock Exchange |
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 ☐
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. ☐
Item 8.01 | Other Events. |
On August 9, 2020, CoreLogic, Inc., a Delaware corporation (the “Company”), issued a press release (the “Press Release”) announcing that its board of directors has called a special meeting of stockholders to be held on November 17, 2020 (the “Special Meeting”). The purpose of the Special Meeting is to consider and vote on the replacement of up to nine (9) directors of the Company with nominees identified by Senator Investment Group LP (“Senator”) and Cannae Holdings, Inc. (“Cannae”). The Special Meeting agenda will also include items of business related to the amendment of the Company’s bylaws that Senator and Cannae indicated they intended to propose. Additional meeting details will be included in the Company’s proxy statement with respect to the Special Meeting to be filed with the Securities and Exchange Commission, which will be mailed to all stockholders entitled to receive notice of and to vote at the Special Meeting. Stockholders are not required to take any action at this time.
The Company also announced in the Press Release that, in response to a record date request by Senator and Cannae, it has set a record date of August 19, 2020 to determine stockholders entitled to deliver consents to request the calling of a special meeting of stockholders to vote on the proposals contained in Senator and Cannae’s July 30, 2020 record date request.
The full text of the Press Release is attached hereto as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
No. | Description | |
99.1 | Press release dated August 9, 2020 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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: August 10, 2020
CORELOGIC, INC. | ||
By: | /s/ Frank D. Martell | |
Name: | Frank D. Martell | |
Title: | President and Chief Executive Officer |
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