UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 16, 2011
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
BLACKBOARD INC.
(Exact name of registrant as specified in its charter)
Delaware (State of incorporation) |
000-50784 (Commission File Number No.) |
52-2081178 (IRS Employer Identification No.) |
650 Massachusetts Ave, NW
Washington, D.C. 20001
(Address of principal executive offices)
Washington, D.C. 20001
(Address of principal executive offices)
(202) 463-4860
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 16, 2011, Blackboard Inc. (the Company) held a Special Meeting of Stockholders
(the Special Meeting). There were 28,576,765 shares represented in person or by proxy at the
Special Meeting, representing 81.3% of the shares entitled to vote at the meeting. The final
voting results for each of the matters submitted to a vote of the Companys stockholders at the
Special Meeting are presented in the tables below.
Proposal 1. Approval and Adoption of the Merger Agreement. The Agreement and Plan of Merger (the
Merger Agreement), dated as of June 30, 2011, by and among Bulldog Holdings, LLC, a Delaware
limited liability company, Bulldog Acquisition Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Bulldog Holdings, LLC, and the Company, was adopted by an affirmative vote of the
holders of a majority of the shares of the Companys common stock outstanding as of the record date
of August 3, 2011.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
24,761,688 | 20,310 | 3,794,766 | 0 |
Proposal 2. Approval of Adjournment of Special Meeting. The Companys stockholders voted to
approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional
proxies if there were insufficient votes at the time of the Special Meeting to adopt the Merger
Agreement.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
23,694,045 | 1,095,705 | 3,787,015 | 0 |
Proposal 3. Advisory Vote on the Approval of Golden Parachute Executive Compensation. The
stockholders approved, on an advisory basis, the golden parachute compensation payable under
existing agreements with the Company that certain executive officers of the Company will or may
receive in connection with the merger.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
21,245,096 | 2,939,310 | 4,392,358 | 0 |
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.
BLACKBOARD INC. (Registrant) |
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Dated: September 22, 2011 | By: | /s/ Matthew H. Small | ||
Matthew H. Small | ||||
Chief Legal Officer | ||||