UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| 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 | |