| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On October 8, 2025, TaskUs, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to consider a proposal (the “Merger Agreement Proposal”) to adopt the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 8, 2025, by and between the Company and Breeze Merger Corporation, a Delaware corporation (the “Merger Corporation”), pursuant to which, subject to the terms and conditions thereof, the Merger Corporation would merge with and into the Company (the “Merger”), with the Company surviving the Merger, collectively owned, directly or indirectly, by (i) BCP FC Aggregator L.P., (ii) The Maddock 2015 Irrevocable Trust, The Bryce Maddock Family Trust, The Maddock 2015 Exempt Irrevocable Trust and Bryce Maddock, (iii) The Weir 2015 Irrevocable Trust, The Jaspar Weir Family Trust, The Weir 2015 Exempt Irrevocable Trust and Jaspar Weir and (iv) the other holders of Continuing Shares (as defined in the Merger Agreement) (if any).
The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on May 9, 2025, which is incorporated herein by reference.
As of the close of business on August 6, 2025, the record date for the Special Meeting, there were 34,843,287 shares of Class A common stock of the Company, par value $0.01 per share (the “Company Class A Common Stock”), outstanding and entitled to vote at the Special Meeting, and 55,032,694 shares of Class B common stock of the Company, par value $0.01 per share (the “Company Class B Common Stock” and, together with the Company Class A Common Stock, the “Company Common Stock”), outstanding and entitled to vote at the Special Meeting. Each share of Company Class A Common Stock on the record date entitles the holder thereof to one vote on the Merger Agreement Proposal. Each share of Company Class B Common Stock on the record date entitles the holder thereof to 10 votes on the Merger Agreement Proposal. 82,528,803 shares of Company Common Stock, representing approximately 92% of all of the issued and outstanding Company Common Stock entitled to vote, were present or represented by proxy at the Special Meeting, constituting a quorum to conduct business. The table below details the final voting results for the Merger Agreement Proposal.
The approval of the Merger Agreement Proposal required the affirmative vote of (i) the holders of a majority of the outstanding voting power of the Company Common Stock entitled to vote on the Merger Agreement Proposal, voting together as a single class (“Threshold 1”), (ii) the holders of a majority of the outstanding voting power of the Company Class A Common Stock entitled to vote on the Merger Agreement Proposal, voting as a separate class (“Threshold 2”), (iii) the holders of a majority of the outstanding voting power of the Company Class B Common Stock entitled to vote on the Merger Agreement Proposal, voting as a separate class (“Threshold 3”), and (iv) a majority of the votes cast by the Public Stockholders (as defined in the Merger Agreement) on the Merger Agreement Proposal (“Threshold 4”). The Merger Agreement Proposal did not receive the requisite stockholder approval based on the following votes:
Threshold 1
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| Votes For |
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Votes Against |
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Votes Abstained |
| 567,263,085 |
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10,064,296 |
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495,668 |
