UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 10, 2021, Support.com, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) at the W Los Angeles - West Beverly Hills, 930 Hilgard Avenue, Los Angeles, CA 90024. The purpose of the Special Meeting was for the Company’s stockholders to consider and vote on the proposals identified in the Company’s definitive proxy statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on August 10, 2021 (the “Definitive Proxy Statement”). The Definitive Proxy Statement was filed in connection with the Company’s previously announced Agreement and Plan of Merger with Greenidge Generation Holdings Inc. (“Greenidge”) and GGH Merger Sub, Inc. (“Merger Sub”), dated as of March 19, 2021 (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Greenidge (the “Merger”).
As of the close of business on July 26, 2021, the record date for the Special Meeting, there were 24,231,626 shares of the Company’s common stock issued and outstanding. At the Special Meeting, a total of 14,078,819 shares of the Company’s common stock, representing approximately 58.10% of its common stock issued and outstanding, were present in person or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the Company’s stockholders considered and voted on the proposals described below, each of which is further described in the Definitive Proxy Statement. The number of votes cast for and against each such proposal, as well as the number of abstentions as to each such proposal, have been certified by the inspector of election and are set forth below:
Voting Results for the Special Meeting
Proposal No. 1 – Adoption of the Merger Agreement: Approved
Voting Results:
| For | Against | Abstain | ||
| 14,045,341 |
17,989 |
15,489 |
Proposal No. 2 – Approval, on an advisory (non-binding) basis, the compensation that will or may be paid or provided to named executive officers of the Company in connection with the Merger: Approved
Voting Results:
| For | Against | Abstain | ||
| 13,200,569 |
791,434 |
86,816 |
Proposal No. 3 – Approval of any proposal to adjourn the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve Proposal No.1: Approved
Voting Results:
| For | Against | Abstain | ||
| 13,986,977 |
56,423 |
35,419 |
| Item 8.01 | Other Events. |
On September 10, 2021, the Company issued a press release relating to the Special Meeting. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release of the Company, dated September 10, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
Date: September 10, 2021
| SUPPORT.COM, INC. | ||
| By: | /s/ Lance Rosenzweig | |
| Name: | Lance Rosenzweig | |
| Title: | President and Chief Executive Officer | |
Exhibit 99.1
Support.com Stockholders Approve Merger with Greenidge Generation Holdings Inc.
Los Angeles, CA – September 10, 2021 – Support.com, Inc. (NASDAQ: SPRT), a leader in customer and technical support solutions delivered by home-based employees, today announced that its shareholders approved all proposals related to the previously announced merger transaction with Greenidge Generation Holdings Inc. (“Greenidge”), a vertically integrated bitcoin mining and power generation company, at a special meeting of Support stockholders held today.
“We are grateful for our shareholders’ overwhelming endorsement of the Support.com merger with Greenidge,” said Lance Rosenzweig, Support.com President and Chief Executive Officer. “We are proud of what our team has achieved and look forward to partnering with the Greenidge team as we execute on our growth strategy to drive shareholder value.”
Support.com intends to file a Form 8-K with the Securities and Exchange Commission disclosing the full voting results from the special meeting. Greenidge and Support.com will announce the targeted closing date and final exchange ratio in the merger when determined.
About Support.com
Support.com, Inc. is a leading provider of customer and technical support solutions delivered by home-based employees. For more than twenty years, the company has achieved stellar results for global enterprise clients and top-tier businesses. Support.com’s proven, omnichannel solutions have been specifically designed and optimized for the homesourcing™ environment, resulting in industry-leading NPS scores and first call resolution rates. The company efficiently meets changing client needs through its highly scalable, global network of home-based employees and secure, proprietary, cloud-based platforms. For more information, please visit www.support.com.
Support.com, Inc. is an Equal Opportunity Employer. For more information, visit http://www.support.com/about-us/careers.
© 2021 Support.com, Inc. All rights reserved. Support.com and the Support.com logo are trademarks or registered trademarks of Support.com, Inc. in the United States and other countries. All other marks are the property of their respective owners.
Safe Harbor Statement
This announcement may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, all statements relating to our plans to build an enterprise-ready leader in homesourcing™. Such forward-looking statements are based on current expectations and information that involve a number of uncertainties and risks that may cause actual events or results to differ materially from those indicated by such forward-looking statements, including, among others, our ability to retain and grow major programs, our ability to expand and diversify our customer base, our ability to maintain and grow revenue, any acquisitions we may make, including integrating acquired companies with our existing businesses and our ability to achieve the benefits, growth prospects and synergies expected by such acquisitions, our ability to successfully develop new products and services, our ability to manage our workforce, our ability to operate in markets that are subject to extensive regulations, our ability to
control expenses and achieve desired margins, our ability to maintain or improve gross margin, our dependence on a small number of customers and partners, our ability to attract, train and retain talented employees, potential intellectual property, class action or other litigation, fluctuations in government laws and regulations, our ability to utilize and realize the value of our net operating loss carryforwards and how they could be substantially limited or permanently impaired, our ability to execute any cost reduction program, any expenses or reputational damage associated with resolving customer warranty and/or indemnification claims, our ability to manage the effects of any cost reduction plan on our workforce and other operations, and the occurrence of any event, change, or other circumstances that could give rise to the termination of the proposed merger or delay in the closing of the proposed merger, including the failure of our stockholders to adopt the merger agreement. Many of the foregoing risks and uncertainties are, and will be, exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result. More information on these risks and other potential factors that could affect Support.com’s business and financial results is included in Support.com’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Support.com’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. Support.com assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.
Support.com Investor Contact
Jacob Moelter
IR@support.com
Greenidge Investor Contact
investorrelations@greenidge.com
Document and Entity Information |
Sep. 10, 2021 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001104855 |
| Document Type | 8-K |
| Document Period End Date | Sep. 10, 2021 |
| Entity Registrant Name | SUPPORT.COM, INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-37594 |
| Entity Tax Identification Number | 94-3282005 |
| Entity Address, Address Line One | 1521 Concord Pike (US 202) |
| Entity Address, Address Line Two | Suite 301 |
| Entity Address, City or Town | Wilmington |
| Entity Address, State or Province | DE |
| Entity Address, Postal Zip Code | 19803 |
| City Area Code | (650) |
| Local Phone Number | 556-9440 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.0001 per share |
| Trading Symbol | SPRT |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |