Current Report Filing (8-k)
December 27 2012 - 1:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
1934
Date of report: December 27, 2012
Date of earliest event reported: December 27, 2012
ANCESTRY.COM
INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-34518
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26-1235962
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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360 West 4800 North, Provo, UT
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84604
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (801) 705-7000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On December 27, 2012, Ancestry.com Inc. (the Company) held a Special Meeting of Stockholders (the Special Meeting). At the
Special Meeting, holders of the Companys common stock voted on four proposals: (1) to adopt the Agreement and Plan of Merger (the Merger Agreement), dated as of October 21, 2012, by and among the Company, Global
Generations International Inc. (Parent), a Delaware corporation, and Global Generations Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent; (2) to approve, on an advisory (non-binding) basis, specified
compensation that may become payable to the named executive officers of the Company in connection with the merger; (3) to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient
votes at the time of the special meeting to adopt the Merger Agreement; and (4) to act upon other business as may properly come before the special meeting (provided the Company does not know, at a reasonable time before the special meeting,
that such matters are to be presented at the meeting) or any adjournment or postponement thereof.
The final votes cast on the four proposals
were as follows:
Proposal One:
To adopt the Agreement and Plan of Merger, dated as of October 21, 2012, by and among the Company, Global Generations International Inc., a Delaware corporation, and Global Generations Merger Sub
Inc., a Delaware corporation and wholly owned subsidiary of Parent:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non Votes
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32,408,727
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326,054
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71,289
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-0-
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Proposal Two:
To approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of the Company in connection with the merger:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non Votes
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28,247,570
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3,115,340
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1,443,160
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-0-
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Proposal Three:
To approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non Votes
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31,412,664
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1,377,131
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16,275
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-0-
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Proposal Four:
To act upon other business as may properly come before the special meeting (provided the Company does not know, at a reasonable time before the special meeting, that such matters are to be presented at
the meeting) or any adjournment or postponement thereof:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non Votes
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19,700,269
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1,499,158
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11,606,643
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-0-
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ITEM 8.01. Other Events.
On December 27, 2012, Ancestry.com issued a press release announcing that the Companys stockholders have adopted the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to
this Form 8-K and is incorporated by reference to this Item 8.01.
ITEM 9.01. Financial Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press Release of Ancestry.com Inc., dated December 27, 2012
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ANCESTRY.COM INC.
(Registrant)
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Date: December 27, 2012
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By:
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/s/ William C. Stern
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William C. Stern
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General Counsel
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INDEX OF EXHIBITS
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Exhibit
Number
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Description
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99.1
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Press Release of Ancestry.com Inc., dated December 27, 2012
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