UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On July 8th, 2021, ORBCOMM Inc. (the “Company” or “ORBCOMM”) held a special meeting of stockholders (the “Special Meeting”) in connection with its previously announced business combination (the “Business Combination”) with GI DI Orion Acquisition Inc, a Delaware corporation (“Parent” or “Orion”), pursuant to that certain Agreement and Plan of Merger, dated as of April 7, 2021 (as amended, modified or supplemented from time to time, the “Merger Agreement”) by and among the Company, Parent, and GI DI Orion Merger Sub Inc, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”).
At the Special Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the proxy statement filed by the Company with the Securities and Exchange Commission (“SEC”) on May 27, 2021 (the “Proxy Statement”). At the Special Meeting, there were 54,610,902 shares voted by proxy or in person, and each of the proposals was approved by the stockholders.
The final voting results for each of the proposals submitted for shareholder vote at the Special Meeting are set forth below:
Proposal 1: vote to adopt the Merger Agreement, pursuant to which, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent. The number of votes cast with respect to this matter was as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 54,146,889 |
371,946 |
92,067 |
0 |
Proposal 2: vote to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger. The number of votes cast with respect to this matter was as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 51,388,095 |
2,953,261 |
269,267 |
0 |
Proposal 3: vote to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum. The number of votes cast with respect to this matter was as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 50,134,221 |
4,376,908 |
99,773 |
0 |
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SIGNATURES
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.
| ORBCOMM Inc. | ||
| By: | /s/ Christian Le Brun | |
| Name: | Christian Le Brun | |
| Title: | Executive Vice President and | |
| Chief Legal and Human Resources Officer | ||
Date: July 8, 2021
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