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OFFON

NUANCE COMMUNICATIONS, INC.

(NUAN)
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NUANCE COMMUNICATIONS, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

06/16/2021 | 12:57pm EDT

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 15, 2021, Nuance Communications, Inc. (the "Company") held a Special Meeting of Stockholders (the "Special Meeting"). Of the 286,094,629 shares of common stock outstanding as of May 17, 2021, the record date for the Special Meeting, 211,995,391 shares were represented at the Special Meeting (in person or by proxy), constituting 74.09% of the outstanding shares entitled to vote and a quorum to conduct business at the Special Meeting.

At the Special Meeting, stockholders of the Company (1) approved the adoption of the Agreement and Plan of Merger, dated as of April 11, 2021 (the "Merger Agreement"), by and among the Company, Microsoft Corporation ("Microsoft") and Big Sky Merger Sub Inc., a wholly owned subsidiary of Microsoft ("Merger Sub"), pursuant to which, among other things, Merger Sub will merge with and into the Company with the Company surviving as a wholly owned subsidiary of Microsoft (the "Merger") and (2) approved, by means of a non-binding, advisory vote, compensation that will or may become payable to the named executive officers of the Company in connection with the Merger.

The following are the final voting results on the proposals considered and voted upon at the Special Meeting certified by the Inspector of Election, all of which are described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 17, 2021.

Proposal 1: Adoption of the Merger Agreement:

    For      Against  Abstain Broker Non-Votes
210,029,541 1,763,815 202,035        0



Proposal 2: Approval, by means of a non-binding, advisory vote, compensation that will or may become payable to the named executive officers of the Company in connection with the Merger:

    For      Against  Abstain Broker Non-Votes
207,058,540 4,058,174 878,677        0


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© Edgar Online, source Glimpses

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