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ASIA > SEC Filings for ASIA > Form 8-K on 19-Dec-2013All Recent SEC Filings

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Form 8-K for ASIAINFO-LINKAGE, INC


19-Dec-2013

Submission of Matters to a Vote of Security Holders, Other Events, Financia


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

On December 19, 2013, AsiaInfo-Linkage, Inc (the "Company") convened its special meeting of stockholders (the "Special Meeting"). The purposes of the Special Meeting, as described in detail in the Company's definitive proxy statement dated November 18, 2013 (the "Proxy Statement"), were to consider proposals
(i) to adopt the previously announced Agreement and Plan of Merger, dated May 12, 2013 (the "Merger Agreement"), by and among the Company, Skipper Limited ("Parent") and Skipper Acquisition Corporation ("Merger Sub"), providing for the merger of Merger Sub with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent (the "merger," and such proposal, the "Merger Proposal"), (ii) to approve, on an advisory, non-binding basis, the agreements or understandings with and items of compensation payable to, or which may become payable to, the named executive officers of the Company that are based on or otherwise relate to the merger (such proposal, the "Compensation Proposal"), and (iii) to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the merger agreement (such proposal, the "Adjournment Proposal").

The total number of shares of Company common stock present in person or by proxy was equal to approximately 84.64% of the total shares of Company common stock entitled to vote, thereby constituting a quorum for the purpose of the Special Meeting.

The results of the vote for each proposal were as follows:

Proposal 1 - the Merger Proposal

Votes For Votes Against Abstentions Broker Non-Votes 38,530,412 22,559,996 732,836 0

The votes in favor of the Merger Proposal were sufficient to approve the Merger Proposal.

Proposal 2 - the Compensation Proposal

Votes For Votes Against Abstentions Broker Non-Votes 36,050,361 23,824,757 1,948,126 0

The votes in favor of the Compensation Proposal were sufficient to approve the Compensation Proposal.

Proposal 3 - the Adjournment Proposal

Votes For Votes Against Abstentions Broker Non-Votes 41,171,780 19,910,658 740,806 0

The votes in favor of the Adjournment Proposal were sufficient to approve the Adjournment Proposal.




Item 8.01. Other Events.

On December 19, 2013, the Company issued a press release announcing the results of its Special Meeting. A copy of that press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Description

99.1 Press Release dated December 19, 2013.


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