Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 6, 2022, Natus Medical Incorporated, a Delaware
corporation (“Natus” or the “Company”), convened a special meeting of stockholders (the “Special
Meeting”) to consider and vote upon certain proposals related to the Agreement and Plan of Merger (the “Merger
Agreement”), dated as of April 17, 2022, by and among the Company, Prince Parent Inc., a Delaware corporation
(“Parent”), and Prince Mergerco Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger
Sub”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with
the Company surviving the Merger as a wholly-owned subsidiary of Parent. Upon completion of the Merger, the Company will no longer
be publicly held, and the Company’s common stock will be delisted from the Nasdaq Global Select Market and deregistered under
the Securities Exchange Act of 1934, as amended.
There were 34,582,882 shares of common
stock, par value $0.001 per share, of Natus (the “Natus common stock”), issued and outstanding as of May 31, 2022, the
record date for the Special Meeting (the “Record Date”). At the Special Meeting, the holders of 27,694,103 shares of
Natus common stock were present via webcast or represented by proxy, representing approximately 80.08% of the total outstanding
shares of Natus common stock as of the Record Date, which constituted a quorum.
At the Special Meeting, the following proposals
were voted upon (each of which is described in greater detail in the definitive proxy statement filed by Natus with the Securities and
Exchange Commission on June 2, 2022):
Proposal 1 – Merger Proposal:
To approve and adopt the Merger Agreement, dated April 17, 2022.
Proposal 2 – Adjournment
Proposal: To approve the adjournment of the Special Meeting from time to time if necessary or appropriate, as determined in good faith
by the Board of Directors, including to solicit additional proxies if there are insufficient votes to adopt Proposal 1.
Proposal 3 – Merger Compensation
Proposal: To approve, by non-binding, advisory vote, certain compensation that will or may become payable by Natus to its named executive
officers in connection with the Merger.
Each of Proposal 1 and Proposal 2 was approved
by the requisite vote of Natus’ stockholders. Although Proposal 2 was approved, the adjournment of the Special Meeting was not necessary
because Natus’ stockholders approved Proposal 1. Natus’ stockholders did not approve, on a non-binding, advisory basis, Proposal
3. A summary of the voting results for each proposal is set forth below.
Proposal 1 – Merger Proposal
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
27,454,143 |
|
10,729 |
|
229,231 |
|
0 |
Proposal 2 – Adjournment Proposal
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
25,425,393 |
|
2,037,344 |
|
231,366 |
|
0 |
Proposal 3 – Merger Compensation
Proposal
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
5,000,711 |
|
22,447,577 |
|
245,815 |
|
0 |
The Merger is expected to close in the third quarter of 2022, subject
to customary closing conditions, including receipt of regulatory approvals. Natus does not intend to disclose developments with respect
to regulatory approvals unless and until its Board of Directors determines such disclosure is appropriate or is otherwise required.