Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 14, 2019, Quantenna Communications, Inc., a Delaware corporation (Quantenna or the Company), held a
special meeting of the Companys stockholders in Menlo Park, California (the Quantenna Special Meeting). As of May 13, 2019, the Companys record date for the Special Meeting, there were a total of 38,611,258 shares of
common stock, par value $0.0001 per share, (the Quantenna common stock) outstanding and entitled to vote at the Quantenna Special Meeting. At the Quantenna Special Meeting, 28,097,701 shares of Quantenna common stock were present or
represented by proxy and, therefore, a quorum was present. The Companys stockholders voted on three proposals, each of which was approved by the requisite vote of the Companys stockholders. The final voting results for the proposals are
set forth below.
Proposal 1
: A proposal to adopt the Agreement and Plan of Merger, dated March 27, 2019 (the Merger
Agreement), among ON Semiconductor Corporation (ON Semiconductor), Raptor Operations Sub, Inc. (which Merger Sub), which is a wholly owned subsidiary of ON Semiconductor, and Quantenna, pursuant to which Merger Sub will
be merged with and into Quantenna (the Merger), with Quantenna continuing as the surviving corporation in the Merger and a wholly owned subsidiary of ON Semiconductor (the Merger Proposal).
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For
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Against
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Abstain
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28,008,845
|
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2,519
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86,337
|
Proposal 2
: A
non-binding,
advisory proposal to approve
specified compensation that will or may become payable to Quantennas named executive officers in connection with the Merger.
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For
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Against
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Abstain
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27,800,694
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172,620
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124,387
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Proposal 3
: A proposal to adjourn the Quantenna Special Meeting, if necessary, to solicit additional
proxies if there are not sufficient votes at the time of the Quantenna Special Meeting to adopt the Merger Agreement.
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|
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For
|
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Against
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Abstain
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26,976,472
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1,031,720
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89,509
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As a result of the receipt of sufficient votes of Quantennas stockholders with respect to the approval
of Proposal 1, the board of directors of the Company did not exercise its authority to adjourn the Quantenna Special Meeting to a later date or time to solicit additional proxies in favor of the proposal to adopt the Merger Agreement.
The affirmative vote of Quantenna stockholders holding a majority of the outstanding shares of Quantenna common stock entitled to vote on the
Merger Proposal satisfies one of the conditions to the closing of the merger contemplated by the Merger Agreement, which remains subject to other customary closing conditions.