MEET Meet Group Inc

On March 5, 2020, The Meet Group, Inc. (the “Company”) entered into an Agreement and Plan of Merger, (the “Merger Agreement”) by and among the Company, eHarmony Holding, Inc., an indirect subsidiary of ProSiebenSat.1 Media SE’s and General Atlantic Coöperatief U.A.’s joint company NCG NUCOM GROUP SE, a European stock corporation (“NuCom”) (such subsidiary, “Buyer”), Holly Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Buyer (“Merger Sub”), and solely for the purpose of guaranteeing Buyer’s obligations under the Merger Agreement as set forth therein, NuCom. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof and in accordance with Section 251 of the General Corporation Law of the State of Delaware, Merger Sub will merge with and into the Company (the “Merger”).

The Company held a Special Meeting of Stockholders on Thursday, June 4, 2020, at 10:00 a.m., Eastern Time (the “Special Meeting”), called for the purpose of approving proposals relating to the Merger Agreement.

At the close of business on April 13, 2020, the record date for the Special Meeting, there were 71,387,511 outstanding shares of common stock of the Company entitled to vote at the Special Meeting. Present at the Special Meeting or by proxy were holders of 46,040,387 shares, representing 64.49% of the outstanding shares of common stock of the Company eligible to vote at the Special Meeting, and constituting a quorum. The final results, by proposal, are set forth below.

In light of the approval of Proposal 1, and although sufficient votes were received for Proposal 3 described in the Company’s definitive proxy statement (relating to the adjournment of the Special Meeting), no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.