Upland Software Inc.
06/05/2024 | Press release | Distributed by Public on 06/05/2024 14:38
Submission of Matters to a Vote of Security Holders Form 8 K
Item 1.01 Entry into a Material Definitive Agreement
As described in Item 5.07 below, on June 5, 2024 at the annual meeting of stockholders (the "Annual Meeting") of Upland Software, Inc. (the "Company"), the stockholders of the Company approved the 2024 Tax Benefit Preservation Plan, which had previously been approved by the Company's board of directors (the "Board of Directors") on April 12, 2024, subject to the approval of the Company's stockholders. Also on April 12, 2024, the Board of Directors declared, subject to approval by the stockholders of the Company at the Annual Meeting, a dividend of one preferred stock purchase right (a "Right") for each outstanding share of common stock, par value $0.0001 per share, of the Company (the "Common Stock"). The dividend is payable on June 15, 2024 (the "Record Date"), to the holders of record of shares of Common Stock as of 5:00 P.M., New York City time, on the Record Date. The description and terms of the Rights are set forth in the Tax Benefit Preservation Plan, dated as of June 5, 2024, as the same may be amended from time to time (the "2024 Tax Benefit Preservation Plan"), between the Company and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent.
As described further in the Company's definitive proxy statement dated April 26, 2024, by adopting the 2024 Tax Benefit Preservation Plan, the Board of Directors is seeking to protect the Company's ability to use its net operating loss carryforwards ("NOLs") and other tax attributes to offset potential future income tax liabilities. The Company's ability to use such NOLs and other tax attributes against future taxable income could be substantially limited or, in the case of the Company's pre-2018 NOLs, potentially eliminated if the Company experiences an "ownership change," as defined in Section 382 of the Internal Revenue Code (the "Code"). Generally, an "ownership change" occurs if the percentage of the Company's stock owned by one or more "five percent stockholders" increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period or, if sooner, since the last "ownership change" experienced by the Company.
The material terms of the 2024 Tax Benefit Preservation Plan (which includes, as exhibits thereto the Form of Certificate of Designations, the Form of Rights Certificate and the Summary of Rights to Purchase Preferred Stock) were described in the Company's definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission (the "SEC") on April 26, 2024. That detailed summary of the 2024 Tax Benefit Preservation Plan and any description contained herein are qualified in their entirety by reference to the full text of the 2024 Tax Benefit Preservation Plan, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.