Smartsheet Inc.

12/09/2024 | Press release | Distributed by Public on 12/09/2024 15:14

Proxy Results Form 8 K

Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 9, 2024, Smartsheet Inc., a Washington corporation ("Smartsheet"), held a special meeting of shareholders (the "Special Meeting") virtually via live webcast.
As of the close of business on October 25, 2024, the record date for the Special Meeting, there were 139,300,914 shares of Smartsheet's Class A common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 105,571,712 shares, or approximately 75.8% of all outstanding shares of Smartsheet's Class A common stock outstanding and entitled to vote at the Special Meeting, were present via the virtual meeting webcast or represented by proxy. Three matters were voted upon at the Special Meeting, with the Board of Directors of Smartsheet recommending a vote "FOR" each of the proposals, as further described in the definitive proxy statement filed by Smartsheet with the Securities and Exchange Commission on November 4, 2024.
Proposal No. 1 (the "Merger Proposal") was to consider and vote on the proposal to adopt the Agreement and Plan of Merger (the "Merger Agreement"), dated September 24, 2024, by and among Smartsheet, Einstein Parent, Inc., a Delaware corporation ("Parent"), and Einstein Merger Sub, Inc., a Washington corporation and a wholly owned subsidiary of Parent ("Merger Sub"), to effect the merger of Merger Sub with and into Smartsheet, with Smartsheet, with Smartsheet surviving as a wholly owned subsidiary of Parent (the "Merger").
Proposal No. 2 (the "Compensation Proposal") was to consider and vote on the proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Smartsheet's named executive officers that is based on or otherwise relates to the Merger.
Proposal No. 3 (the "Adjournment Proposal") was to consider and vote on the proposal to adjourn the Special Meeting to a later date or dates as provided in the Merger Agreement, if necessary or appropriate, including to solicit additional votes if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.
The Merger Proposal and the Adjournment Proposal were approved; however, because the Merger Proposal was approved, the Adjournment Proposal was not necessary. The table below shows the final voting results from the Special Meeting.
For Against Abstain Broker Non-Votes
Proposal 1 - The Merger Proposal 100,327,163 5,198,019 46,530 0
Proposal 2 - The Compensation Proposal 93,806,202 11,473,382 292,128 0
The approval of the Merger Proposal satisfies the shareholder vote condition to the consummation of the Merger under the Merger Agreement.