[8-K] Vimeo, Inc. Reports Material Event
Vimeo, Inc. reported the results of a Special Meeting of Stockholders at which stockholders approved the previously announced Agreement and Plan of Merger with Bending Spoons US Inc., under which a Bending Spoons US subsidiary will merge with Vimeo and Vimeo will become a wholly owned subsidiary of Bending Spoons US. The company reached a quorum with shares representing 90.46% of the voting power present. The Merger Agreement was strongly approved, receiving 227,373,651 votes in favor, 247,814 against and 295,322 abstentions. Stockholders also approved, on a non-binding advisory basis, the compensation that will or may become payable to Vimeo’s named executive officers in connection with the merger, and supported an adjournment proposal, although an adjournment was ultimately not needed.
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Insights
Vimeo stockholders approved the merger with Bending Spoons US and related executive pay.
Vimeo stockholders have approved the Agreement and Plan of Merger with Bending Spoons US Inc., clearing a key corporate governance hurdle for the transaction in which a Bending Spoons US subsidiary will merge with Vimeo, leaving Vimeo as a wholly owned subsidiary of Bending Spoons US. The voting turnout was high, with shares representing
The merger agreement received 227,373,651 votes in favor versus 247,814 against and 295,322 abstentions, showing very strong formal support among voting shares. In a separate, non-binding advisory vote, stockholders also approved compensation that will or may become payable to named executive officers in connection with the merger, with 174,360,703 votes for, 52,547,171 against and 1,008,913 abstaining.
An adjournment proposal received majority support as well, but no adjournment was pursued because it was determined unnecessary once the merger agreement had sufficient votes. Subsequent company communications and regulatory steps will determine the remaining timing and conditions to closing under the merger agreement’s terms.
FAQ
What did Vimeo (VMEO) stockholders approve at the Special Meeting?
Stockholders of Vimeo, Inc. approved the Agreement and Plan of Merger with Bending Spoons US Inc., under which a Bending Spoons US subsidiary will merge with Vimeo and Vimeo will become a wholly owned subsidiary of Bending Spoons US.
How strong was stockholder support for the Vimeo (VMEO) merger with Bending Spoons US?
The merger agreement received 227,373,651 votes in favor, compared with 247,814 against and 295,322 abstentions, reflecting very strong approval among voting shares.
What was the quorum and voting participation at Vimeo’s Special Meeting?
Shares representing 90.46% of the voting power of Vimeo’s issued and outstanding common and Class B common stock were represented at the Special Meeting, satisfying quorum requirements to conduct business.
Did Vimeo (VMEO) stockholders approve executive compensation related to the merger?
Yes. In a non-binding advisory vote, stockholders approved compensation that will or may become payable to Vimeo’s named executive officers in connection with the merger, with 174,360,703 votes for, 52,547,171 against and 1,008,913 abstentions.
What was the result of the adjournment proposal at Vimeo’s Special Meeting?
The adjournment proposal received 222,002,170 votes for, 5,651,400 against and 263,217 abstentions, but no motion to adjourn was made because an adjournment was determined not to be necessary or appropriate.
How many Vimeo shares were entitled to vote at the Special Meeting?
As of the record date, there were 157,950,354 shares of common stock and 9,399,250 shares of Class B common stock outstanding and entitled to vote at the Special Meeting.
