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ANEN > SEC Filings for ANEN > Form 8-K on 7-Feb-2014All Recent SEC Filings

Show all filings for ANAREN INC

Form 8-K for ANAREN INC


7-Feb-2014

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


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

On February 6, 2014, Anaren, Inc., a New York corporation ("Anaren" or the "Company"), held a special meeting of shareholders to submit the following proposals to a vote of shareholders: (i) to consider and vote upon a proposal (the "Merger Proposal") to adopt the Agreement and Plan of Merger, dated as of November 4, 2013, as amended and as may be further amended from time to time, among ANVC Holding Corp., a Delaware corporation, ANVC Merger Corp., a New York corporation and wholly owned subsidiary of ANVC Holding Corp. ("Merger Sub"), and Anaren (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into Anaren, with Anaren continuing as the surviving corporation; (ii) to consider and vote upon a proposal (the "Compensation Proposal") to approve, by a non-binding, advisory vote, the specified compensation arrangements disclosed in the proxy statement that may be payable to Anaren's named executive officers in connection with the consummation of the merger and (iii) to approve an adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement (the "Adjournment Proposal"). The Merger Proposal, the Compensation Proposal and the Adjournment Proposal are described in detail in the Company's Definitive Proxy Statement on Schedule 14A filed with the SEC on December 20, 2013.

At the special meeting, the Company's shareholders approved all three proposals. Holders of 12,018,121 shares of Company common stock, representing approximately 89% of the shares of Company common stock outstanding as of the record date for the special meeting, were present in person or by proxy, and a summary of the voting results for each proposal is set forth below:

Merger Proposal:

FOR AGAINST ABSTAIN BROKER NON VOTES
11,512,181 78,202 427,738 0

Compensation Proposal:

FOR AGAINST ABSTAIN BROKER NON VOTES
9,529,234 1,996,249 492,638 0

Adjournment Proposal:

FOR AGAINST ABSTAIN BROKER NON VOTES
11,186,255 654,124 177,742 0

The votes in favor of the Merger Proposal represented approximately 86% of the shares of Company common stock outstanding as of the record date for the special meeting.



Item 8.01. Other Events.

On February 7, 2014, the Company issued a press release announcing the results of the shareholder vote on the proposals at the special meeting. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Exhibit Description

99.1 Press Release dated February 7, 2014.


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