Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 7, 2020, On Deck Capital, Inc. (the "Company") held a special meeting
of stockholders (the "Special Meeting") in connection with the Company's pending
Merger (as defined below) with Enova International, Inc. ("Enova"). The Company
stockholders adopted the Agreement and Plan of Merger, dated as of July 28,
2020, as it may be amended from time to time (the "Merger Agreement"), by and
among Enova, Energy Merger Sub, Inc., a Delaware corporation and an indirect
wholly owned subsidiary of Enova ("Merger Sub"), and the Company, providing for
the merger of Merger Sub with and into the Company, with the Company as the
surviving corporation (the "Merger").
As of the close of business on September 8, 2020, the record date for the
Special Meeting, there were 59,015,141 shares of Company common stock
outstanding and entitled to vote. A total of 38,503,130 shares of the Company's
common stock were present in person (virtually) or by proxy at the Special
Meeting, representing 65.24% of the total number of shares outstanding and
entitled to vote at the Special Meeting and constituting a quorum to conduct
business. Set forth below are the results of the proposals voted on at the
Special Meeting. Additional information on each of these proposals is contained
in the definitive proxy statement/prospectus for the Special Meeting, which was
filed by the Company with the Securities and Exchange Commission (the "SEC") on
September 8, 2020.
Proposal 1. The Merger Proposal: To adopt the Merger Agreement (the "Merger
Proposal"). The proposal received the following votes:
For Against Abstain Broker Non-Vote
38,027,270 461,154 14,706 0
The Merger Proposal was approved by the requisite vote of the Company's
stockholders.
Proposal 2. The Merger-Related Compensation Proposal: To approve on an advisory
(nonbinding) basis the compensation that may be paid or become payable to the
Company's named executive officers that is based on or otherwise relates to the
Merger (the "Merger-Related Compensation Proposal"). The proposal received the
following votes:
For Against Abstain Broker Non-Vote
18,215,281 19,646,221 641,628 0
The Merger-Related Compensation Proposal was not approved, on an advisory basis,
by the Company's stockholders.
Proposal 3. The Adjournment Proposal: To approve the adjournment of the Special
Meeting from time to time to a later date or time if necessary or appropriate,
including to solicit additional proxies in favor of the Merger Proposal if there
are insufficient votes at the time of the Special Meeting to approve the Merger
Proposal (the "Adjournment Proposal"). The proposal received the following
votes, but such an adjournment was not necessary in light of the approval of
Proposal 1:
For Against Abstain Broker Non-Vote
37,171,669 1,211,907 119,554 0
Subject to the satisfaction or waiver of the remaining closing conditions, the
Merger is expected to close on October 13, 2020.
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Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" regarding
the Company, Enova or their respective management's future expectations,
beliefs, intentions, goals, strategies, plans and prospects, which, in the case
of the Company, are made in reliance on the "safe harbor" provisions within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995, including,
without limitation, the timing and expected completion of the Merger.
Forward-looking statements are based on management's current expectations and
involve risks, known and unknown, uncertainties, assumptions and other factors
that may cause actual performance or achievements to differ materially from
future results expressed or implied by such forward-looking statements
including, but not limited to, the occurrence of any event, change or other
circumstances that could give rise to the right of one or both of the Company or
Enova to terminate the Merger Agreement or prohibit the ability to meet closing
conditions to the proposed Merger on a timely basis or to consummate the Merger
at all. While forward-looking statements are the Company's and Enova's current
predictions at the time they are made, you should not rely upon them.
Forward-looking statements represent the Company's and Enova's management's
beliefs and assumptions only as of the date of this communication, unless
otherwise indicated, and there is no implication that the information contained
in this communication is made subsequent to such date. There can be no assurance
that the Merger will in fact be completed in the manner described or at
all. Forward-looking statements speak as of the date hereof, and the Company and
Enova assume no obligation to update these forward-looking statements or this
communication, or to update, supplement or correct the information set forth in
this communication. All subsequent written and oral forward-looking statements
attributable to the Company, Enova or any person acting on behalf of either
party are expressly qualified in their entirety by the cautionary statements
referenced above.
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