Summary of ZIPCAR INC - Yahoo! Finance

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

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

On March 7, 2013, Zipcar, Inc. ("Zipcar") held a special meeting of stockholders (the "Special Meeting") to (i) consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of December 31, 2012 (the "Merger Agreement"), by and among Avis Budget Group, Inc. ("Avis Budget"), Millennium Acquisition Sub, Inc. ("Merger Sub") and Zipcar, pursuant to which (and subject to the conditions set forth therein) Merger Sub will merge with and into Zipcar, with Zipcar surviving as a wholly owned subsidiary of Avis Budget (the "Merger"), (ii) consider and vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Zipcar's named executive officers in connection with the Merger, and
(iii) consider and vote on a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

There were 40,628,804 shares of Zipcar's common stock issued and outstanding on the record date for the Special Meeting. At the Special Meeting there were 29,941,754 shares voted by proxy or in person. The results for each matter voted on were as follows:

1. Proposal to adopt the Merger Agreement:

FOR AGAINST ABSTAIN 29,405,047 509,671 27,036

2. Proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Zipcar's named executive officers in connection with the Merger:

FOR AGAINST ABSTAIN 25,438,043 2,480,336 2,023,375

3. Proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the Merger Agreement:

FOR AGAINST ABSTAIN 27,693,521 2,205,542 42,691

Adjournment of the Special Meeting to a later time or date was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to approve the adoption of the Merger Agreement. No other business properly came before the Special Meeting.