Red Hat (RHT) Shareholders Approve IBM (IBM) Merger

January 16, 2019 11:28 AM EST
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Price: $187.71 --0%

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Red Hat (NYSE: RHT) disclosed in an SEC filing:

On January 16, 2019, Red Hat, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). Of the 176,759,752 shares of common stock outstanding as of December 11, 2018, the record date for the Special Meeting, 141,810,844 shares were represented at the Special Meeting (in person or by proxy), constituting 80.23% of the outstanding shares entitled to vote and a quorum to conduct business at the Special Meeting.

At the Special Meeting, stockholders of the Company (1) approved the adoption of the Agreement and Plan of Merger, dated as of October 28, 2018 (the “Merger Agreement”), by and among the Company, International Business Machines Corporation (“IBM”), and Socrates Acquisition Corp., a wholly-owned subsidiary of IBM (“Sub”), pursuant to which, among other things, Sub will merge with and into the Company with the Company surviving as a wholly-owned subsidiary of IBM (the “Merger”) and (2) approved, by means of a non-binding, advisory vote, compensation that will or may become payable to the named executive officers of the Company in connection with the Merger.

The final voting results are set forth below.

Proposal 1: Adoption and approval of the Merger Agreement:

For Against Abstain Broker Non-Votes
141,166,499 181,848 462,497

Proposal 2: Approval, by means of a non-binding, advisory vote, compensation that will or may become payable to the named executive officers of the Company in connection with the Merger:

For Against Abstain Broker Non-Votes
137,545,218

3,128,516

1,137,110

Proposal 3: In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the then-scheduled date and time of the Special Meeting (the “Adjournment Proposal”). The Adjournment Proposal was rendered moot in light of adoption of the Merger Agreement.



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