UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 30, 2022
GTY TECHNOLOGY HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Massachusetts | 001-37931 | 83-2860149 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
800 Boylston Street, 16th Floor
Boston, MA 02199
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (877) 465-3200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which
registered |
| Common Stock, par value $0.0001 per share | | GTYH | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07. | Submission of Matters to Security Holders. |
On June 30, 2022, the Company held a special meeting of shareholders (the “Special Meeting”) in person at 800 Boylston Street, 16th Floor in Boston, Massachusetts. At the Special Meeting, a total of 45,179,169 of the Company’s issued and outstanding shares of common stock held of record as of May 31, 2022, the record date for the Annual Meeting, were present in person or by proxy, which constituted a quorum. The Company’s shareholders voted on the following proposals at the Special Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.
| | 1. | To approve the Agreement and Plan of Merger, dated as of April 28, 2022, as it may be amended from time to time, by and among the Company, GI Georgia Midco, Inc. and GI Georgia Merger Sub Inc. |
| Votes For | | Votes Against | | Abstentions |
| 45,162,643 | | 8,004 | | 8,522 |
| | 2. | To approve, on a nonbinding advisory basis, compensation that will or may become payable to the named executive officers of the Company in connection with the merger of GI Georgia Merger Sub Inc. with and into the Company, with the Company surviving such merger. |
| Votes For | | Votes Against | | Abstentions |
| 36,106,648 | | 8,028,042 | | 1,044,479 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | GTY TECHNOLOGY HOLDINGS INC. |
| | |
| | | |
| | By: | /s/ Jon C. Bourne |
| | | Name: | Jon C. Bourne |
| | | Title: | Executive Vice President, General Counsel and Secretary |
| | | |
| Dated: June 30, 2022 | | |
