Item 5.07. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS.
On November 2, 2021, QAD Inc. (the “Company”)
reconvened the special meeting of stockholders which was adjourned on October 15, 2021 (the “Special Meeting”)
to consider certain proposals related to the Agreement and Plan of Merger, dated as of June 27, 2021 (the “Merger Agreement”),
by and among the Company, QAD Parent, LLC, a Delaware limited liability company (f/k/a Project Quick Parent, LLC) (“Parent”)
and Project Quick Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”),
which provides, subject to the satisfaction or waiver of certain conditions, that Merger Sub will merge with and into the Company (the
“Merger”).
As of September 7, 2021, the record
date for the Special Meeting, there were 17,662,585 shares of the Company’s Class A Common Stock, par value $0.001 per
share (the “Class A Common Stock”), and 3,344,775 shares of the
Company’s Class B Common Stock, par value $0.001 per share (the “Class B
Common Stock” and together with the Class A Common Stock, the “Shares”)
outstanding. At the Special Meeting, a total of 18,486,129 Shares, equivalent to 3,901,208 votes, representing approximately
87.99% of the outstanding Shares entitled to vote, equivalent to approximately 92.27% of the voting power of the outstanding
Shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals
were considered:
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(1)
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Merger Agreement Proposal. The proposal
to approve and adopt the Merger Agreement, and approve the transactions contemplated thereby, including the Merger.
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(2)
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Golden Parachute Proposal. The non-binding,
advisory proposal to approve certain compensation arrangements for the Company’s named executive officers in connection with
the Merger.
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(3)
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Adjournment Proposal. The proposal
to approve one or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional
proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal.
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For more information on each of these proposals,
see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 9, 2021 (supplemented
on September 27, 2021 and October 12, 2021).
Approval of the Merger Agreement Proposal required
the affirmative vote of holders of (i) a majority of the voting power of all outstanding Shares entitled to vote, voting as a single
class, and (ii) a majority of the voting power of all outstanding Shares, voting as a single class, that are not owned, beneficially
or of record, by Pamela M. Lopker, the Company’s founder and President, and certain entities affiliated with Ms. Lopker (together
with Ms. Lopker, the “Lopker Entities”), their respective affiliates, or any executive officer or director of
the Company.
Approval of the Golden Parachute Proposal required
the affirmative vote of a majority of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote
thereon.
Approval of the Adjournment Proposal required
the affirmative vote of a majority of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote
thereon, whether or not a quorum is present.
For each of the Merger Agreement Proposal, the
Golden Parachute Proposal and the Adjournment Proposal, holders of Class A Common Stock and Class B Common Stock voted together
as a single class. Each record holder of Class A Common Stock was entitled to 1/20th of the vote for each share of Class A
Common Stock owned of record on the record date and each holder of Class B Common Stock was entitled to one (1) vote for each
share of Class B Common stock owned of record on the record date.
All three proposals were approved by the requisite
vote of the Company’s stockholders. The final voting results for each proposal are described below.
(1)
Merger Agreement Proposal:
The total number of the votes (based on the
voting power of Shares entitled to vote) with respect to the Merger Agreement Proposal were as follows:
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For
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Against
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Abstain
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3,819,437
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80,682
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1,089
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The total number of votes (based on the voting
power of Shares, not owned, beneficially or of record, by the Lopker Entities, their respective affiliates, or any executive officer
or director of the Company, entitled to vote) with respect to the Merger Agreement Proposal were follows:
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For
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Against
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Abstain
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844,891
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80,682
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1,089
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(2)
Golden Parachute Proposal:
The total number of the votes (based on the
voting power of Shares entitled to vote) with respect to the Golden Parachute Proposal were as follows:
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For
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Against
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Abstain
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3,377,767
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482,591
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40,850
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(3)
Adjournment Proposal:
The total number of the votes (based on the
voting power of Shares entitled to vote) with respect to the Adjournment Proposal were as follows:
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For
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Against
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Abstain
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3,696,478
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202,246
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2,484
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Because the Merger Agreement Proposal was adopted
by the requisite vote, no adjournment to solicit additional proxies was necessary.