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ACOM > SEC Filings for ACOM > Form 8-K on 27-Dec-2012All Recent SEC Filings

Show all filings for ANCESTRY.COM INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ANCESTRY.COM INC.


27-Dec-2012

Submission of Matters to a Vote of Security Holders, Other Events, Financial St


ITEM 5.07. Submission of Matters to a Vote of Security Holders.

On December 27, 2012, Ancestry.com Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting"). At the Special Meeting, holders of the Company's common stock voted on four proposals: (1) to adopt the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 21, 2012, by and among the Company, Global Generations International Inc. ("Parent"), a Delaware corporation, and Global Generations Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent; (2) to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of the Company in connection with the merger; (3) to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement; and (4) to act upon other business as may properly come before the special meeting (provided the Company does not know, at a reasonable time before the special meeting, that such matters are to be presented at the meeting) or any adjournment or postponement thereof.

The final votes cast on the four proposals were as follows:

Proposal One:

To adopt the Agreement and Plan of Merger, dated as of October 21, 2012, by and among the Company, Global Generations International Inc., a Delaware corporation, and Global Generations Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent:

Votes For Votes Against Votes Abstained Broker Non Votes

32,408,727 326,054 71,289 -0-

Proposal Two:

To approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of the Company in connection with the merger:

Votes For Votes Against Votes Abstained Broker Non Votes

28,247,570 3,115,340 1,443,160 -0-

Proposal Three:

To approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement:

Votes For Votes Against Votes Abstained Broker Non Votes

31,412,664 1,377,131 16,275 -0-

Proposal Four:

To act upon other business as may properly come before the special meeting (provided the Company does not know, at a reasonable time before the special meeting, that such matters are to be presented at the meeting) or any adjournment or postponement thereof:

Votes For Votes Against Votes Abstained Broker Non Votes

19,700,269 1,499,158 11,606,643 -0-



ITEM 8.01. Other Events.

On December 27, 2012, Ancestry.com issued a press release announcing that the Company's stockholders have adopted the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference to this Item 8.01.




ITEM 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

      Exhibit
      Number    Description

      99.1      Press Release of Ancestry.com Inc., dated December 27, 2012


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