Dun & Bradstreet Holdings Inc.

06/12/2025 | Press release | Distributed by Public on 06/12/2025 15:00

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Stockholders

On June 12, 2025, the Company held a virtual special meeting of stockholders (the "Special Meeting"), at which the holders of 349,614,330 shares of Company common stock, par value $0.0001 per share (the "Shares" and each, a "Share") representing 78.31% of the Shares outstanding and entitled to vote as of the Special Meeting record date of May 9, 2025 (the "Record Date"), were present at the Special Meeting via the virtual meeting website or represented by proxy. A summary of the final voting results for the following proposals, each of which is described in detail in the Proxy Statement and first mailed to the Company's stockholders on or about May 13, 2025, is set forth below:

Proposal 1: Merger Agreement Proposal

As previously announced, on March 23, 2025, the Company entered into an Agreement and Plan of Merger (as the same may be amended, modified or supplemented from time to time in accordance with its terms, the "Merger Agreement"), by and among the Company, Denali Intermediate Holdings, Inc., a Delaware corporation ("Parent"), and Denali Buyer, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, the "Transactions"), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

At the Special Meeting, the proposal to adopt the Merger Agreement (the "Merger Agreement Proposal") was approved, having received "for" votes from holders of a majority of the outstanding Shares entitled to vote on the Merger Agreement Proposal. The final votes on the Merger Agreement Proposal were as follows:

FOR AGAINST ABSTENTIONS
345,907,555 3,049,985 656,790

Proposal 2: Non-Binding Merger-Related Compensation Proposal

At the Special Meeting, the Company's stockholders voted upon and approved the proposal to approve, by a non-binding advisory vote, 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 Transactions, including the Merger (the "Merger-Related Compensation Proposal"). The Merger-Related Compensation Proposal was approved, having received "for" votes from holders of a majority of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote thereat. The final votes on the Merger-Related Compensation Proposal were as follows:

FOR AGAINST ABSTENTIONS
344,402,070 4,510,109 702,151

Proposal 3: Adjournment Proposal

Because no supplement or amendment to the Proxy Statement was necessary to be provided to the Company's stockholders and there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, adjournment of the Special Meeting was not necessary or appropriate. Accordingly, Proposal 3 was rendered moot and was not presented at the Special Meeting.

Dun & Bradstreet Holdings Inc. published this content on June 12, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 12, 2025 at 21:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io