ARC Document Solutions Inc.

11/21/2024 | Press release | Distributed by Public on 11/21/2024 15:38

Proxy Results Form 8 K

Item 5.07
Submission of Matters to a Vote of Security Holders.
On November 21, 2024, ARC Document Solutions, Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting"). A summary of the matters voted upon by stockholders at the Special Meeting is set forth below.
Proposal 1. The Merger Agreement Proposal
The Company's stockholders approved and adopted the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time), dated as of August 27, 2024 (the "Merger Agreement"), by and among the TechPrint Holdings, LLC, a Delaware limited liability company ("Parent"), TechPrint Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub") and the Company, pursuant to which Merger Sub will merge with and into the Company with the Company surviving the merger as the surviving corporation and a subsidiary of Parent (the "Merger"), and approved the transactions contemplated thereby, including the Merger ("Merger Agreement Proposal"). The final voting results for the Merger Agreement Proposal are as follows:

Votes For
Votes Against
Abstentions
31,274,519
1,455,989
889,538
Proposal 2. The Merger-Related Compensation Proposal.
The Company's stockholders approved, on a nonbinding, advisory basis, certain compensation arrangements for the Company's named executive officers in connection with the Merger (the "Merger-Related Compensation Proposal"). The final voting results for the Merger-Related Compensation Proposal are as follows:

Votes For
Votes Against
Abstentions
27,739,291
3,198,370
2,682,385
Proposal 3. The Adjournment Proposal.
In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to approve one or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there were insufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting ("Adjournment Proposal"). The Adjournment Proposal was approved by the requisite vote of the Company's stockholders. However, adjournment of the Special Meeting was deemed unnecessary because there was a quorum present and there was a sufficient number of shares of the Company's common stock present at the time of the Special Meeting to approve the Merger Agreement Proposal.

Votes For
Votes Against
Abstentions
30,677,007
2,282,450
660,589