Item 5.07 Submission of Matters to a Vote of Security Holders
On March 28, 2023, Duck Creek Technologies, Inc., a Delaware corporation (the
“Company”), held a special meeting of stockholders (the “Special Meeting”) to
vote on the proposals described in the Company’s definitive proxy statement
filed with the U.S. Securities and Exchange Commission on February 28, 2023. A
total of 136,906,439 shares of the Company’s common stock were entitled to vote
at the close of business on February 9, 2023, the record date for the Special
Meeting (the “Record Date”) and approximately 124,143,307 shares of the
Company’s common stock issued and outstanding were present at the Special
Meeting or represented by proxy at the Special Meeting, representing
approximately 90.7% of those shares entitled to vote, which constituted a
quorum.
Each of the proposals upon which the Company’s stockholders voted at the Special
Meeting, and the final, certified results reported by the Company’s independent
inspector of elections, Broadridge Financial Solutions, Inc., are set forth
below.
1. Proposal to adopt the Agreement and Plan of Merger, dated as of January 8,
2023, by and among Disco Parent, LLC ("Parent"), Disco Merger Sub, Inc., a
direct, wholly owned subsidiary of Parent ("Merger Sub"), and the Company,
pursuant to which Merger Sub will merge with and into the Company, with the
Company surviving the Merger and becoming a wholly owned subsidiary of Parent
(the "Merger").
For Against Abstain
118,704,773 3,342,059 2,096,475
This proposal was approved by the Company’s stockholders at the Special Meeting.
2. Non-binding, advisory proposal to approve compensation that will or may be
payable by the Company to its named executive officers in connection with the
Merger.
For Against Abstain
107,505,672 13,773,226 2,864,409
This proposal was approved by the Company’s stockholders at the Special Meeting.
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