| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On October 14, 2022, Avalara, Inc. (“Avalara”) held its special meeting of stockholders (the “Special Meeting”) in connection with the Agreement and Plan of Merger, dated as of August 8, 2022, (as it may be amended, modified, or supplemented from time to time, the “Merger Agreement”), by and among Avalara, Lava Intermediate, Inc. (“Parent”) and Lava Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Parent, pursuant to which Merger Sub will merge with and into Avalara and Avalara will survive the merger as a wholly owned subsidiary of Parent (the “Merger”). As of the close of business on September 8, 2022, the record date for the Special Meeting, there were 88,557,882 shares of Avalara’s common stock issued and outstanding, of which 70,370,083 shares (representing approximately 79.5% of the shares of Avalara’s common stock issued and outstanding on the record date) were represented in person or by proxy at the Special Meeting. The results for each of the matters voted on at the Special Meeting are set forth below:
Proposal I - Adoption of the Merger Agreement (the “Merger Proposal”).
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| Votes Cast For |
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Votes Cast Against |
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Abstentions |
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Broker Non-Votes |
| 58,599,949 |
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11,274,618 |
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495,516 |
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N/A |
The Merger Proposal was approved by the stockholders, by an affirmative vote of the holders of approximately 66.2% of the voting power of the shares of Avalara’s common stock outstanding as of the close of business on the record date.
Proposal II - Approval, on a non-binding, advisory basis, of certain compensation that will or may be paid by Avalara to its named executive officers that is based on or otherwise relates to the Merger (the “Named Executive Officer Merger-Related Compensation Proposal”).
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| Votes Cast For |
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Votes Cast Against |
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Abstentions |
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Broker Non-Votes |
| 16,234,698 |
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52,351,554 |
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1,783,831 |
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N/A |
The Named Executive Officer Merger-Related Compensation Proposal was not approved by the stockholders, on an advisory basis.
Proposal III - Adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Merger Proposal if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting or to ensure that any supplement or amendment to the proxy statement is timely provided to Avalara shareholders (the “Adjournment Proposal”).
In connection with the Special Meeting, Avalara solicited proxies with respect to the Adjournment Proposal. The Adjournment Proposal was not submitted to Avalara shareholders for approval at the Special Meeting because Avalara shareholders approved the Merger Proposal.