Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Hortonworks, Inc. (the
Company
or
Hortonworks
) held its special meeting of stockholders (the
Special Meeting
) on December 28, 2018. As of November 26, 2018, the Companys record date for the Special Meeting, there were a total of 84,237,493 shares of common stock, par value $0.0001 per share, of the Company
(the
Common Stock
) outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 61,438,946 shares of Common Stock were present or represented by proxy, which constituted a quorum. A summary of the final voting
results is set forth below.
Proposal 1
: To adopt the Agreement and Plan of Merger and Reorganization, dated as of October 3,
2018, by and among Hortonworks, Cloudera, Inc., a Delaware corporation (
Cloudera
), and Surf Merger Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Cloudera (as it may be amended from time to time, the
Merger Agreement
), and approve the transactions contemplated by the Merger Agreement (the
Merger Proposal
).
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For
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Against
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Abstain
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60,141,616
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1,018,974
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278,356
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Proposal 2
: The proposal to approve the adjournment of the Special Meeting was not voted upon at the
Special Meeting because such proposal was rendered moot due to the approval of the Merger Proposal.
Consummation of the transactions
contemplated by the Merger Agreement are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the definitive joint proxy statement/prospectus filed with the U.S.
Securities and Exchange Commission (the
SEC
) on November 27, 2018 (the
Joint Proxy Statement
), which is available on the SECs website at www.sec.gov. The foregoing description is qualified in its
entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the Joint Proxy Statement. Assuming the satisfaction of such closing conditions, Hortonworks expects the closing to occur on or about January 3,
2019.
To the extent required, the information included in Item 5.07 of this Form 8-K is incorporated into this Item 8.01.
Forward-Looking Statements
This
communication contains forward-looking statements within the meaning of the federal securities law that are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such
statements. Words such as anticipate, expect, project, intend, believe, and words and terms of similar substance used in connection with any discussion of future plans, actions or events
identify forward-looking statements. Such statements are subject to risks and uncertainties that include, but are not limited to: (i) conditions to the closing of the merger may not be satisfied; (ii) the merger may involve unexpected
costs, liabilities or delays; (iii) the effect of the announcement of the merger on the ability of Cloudera or Hortonworks to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Cloudera or
Hortonworks does business, or on Clouderas or Hortonworks operating results and business generally; (iv) Clouderas or Hortonworks respective businesses may suffer as a result of uncertainty surrounding the merger and
disruption of managements attention due to the merger; (v) the outcome of any legal proceedings related to the merger; (vi) Cloudera or Hortonworks may be adversely affected by other economic, business, and/or competitive factors;
(vii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (viii) risks that the merger disrupts current plans and operations and the potential difficulties in employee
retention as a result of the merger; and (ix) other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all. Additional factors that may affect the future results
of Cloudera and Hortonworks are set forth in their respective filings with the SEC, including in the Joint Proxy Statement filed by Cloudera and Hortonworks on November 27, 2018, and each of Clouderas and Hortonworks most recently
filed Annual Report on Form
10-K,
subsequent Quarterly Reports on Form
10-Q,
Current Reports on Form
8-K
and other filings with
the SEC, which are available on the SECs website at
www.sec.gov
. See in particular Item 1A of Part II of Clouderas Quarterly Report on Form
10-Q
for the quarter ended
October 31, 2018 under the heading Risk Factors and Item 1A of Part II of Hortonworks Quarterly Report on Form
10-Q
for the quarter ended September 30, 2018 under the
heading Risk Factors. The risks and uncertainties described above and in the Registration Statement and Clouderas most recent Quarterly Report on Form
10-Q
and Hortonworks most recent
Quarterly Report on Form
10-Q
are not exclusive and further information concerning Cloudera and