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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock
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LGTY
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The Nasdaq Global Select Market
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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
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On April 3, 2025, Logility Supply Chain Solutions, Inc., a Georgia corporation (“Logility” or the “Company”), held a special meeting of shareholders at the offices of
Logility, located at 470 East Paces Ferry Road, N.E., Atlanta, GA 30305 (the “Special Meeting”).
As of March 3, 2025, the record date for the Special Meeting, there were 33,689,059 shares of the Company’s common stock outstanding and entitled to vote at the Special
Meeting. A total of 27,915,736 shares, or approximately 82.86%, of all outstanding shares of Company common stock eligible to be voted at the Special Meeting, were present at the Special Meeting in person or by proxy.
The following three proposals were voted upon at the Special Meeting, with the Board of Directors of the Company (the “Board”) recommending a vote “FOR” in connection with each of the proposals voted upon, as further described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on
March 4, 2025. At the Special Meeting, the following proposals were approved by the requisite vote of the Company’s shareholders:
Proposal 1 – Approval of the Agreement and Plan of Merger, dated January 24, 2025 (as it may be amended from time to time, the
“merger agreement”), by and among Aptean, Inc. (“Aptean”), Update Merger Sub, Inc., a wholly owned subsidiary of Aptean (“Merger Sub”), and Logility (such proposal, the “Merger Agreement Proposal”).
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For
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Against
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Abstain
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Broker Non-Votes
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27,751,253
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65,088
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99,395
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Proposal 2 – Approval, on a non-binding, advisory basis, of the compensation that may be paid or may become payable to Logility’s
named executive officers in connection with, or following, the consummation of the merger of Merger Sub with and into Logility (the “merger”).
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For
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Against
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Abstain
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Broker Non-Votes
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25,372,280
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2,263,101
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280,355
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Proposal 3 – Approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if
there are insufficient votes at the time of the Special Meeting to approve the merger agreement (such proposal, the “Adjournment Proposal”).
As the Merger Agreement Proposal was approved, the Adjournment Proposal was not necessary.
Following the approval of the Merger Agreement Proposal, the Company and Aptean expect to complete the merger on April 4, 2025 (subject to the satisfaction of customary
closing conditions).
Forward-Looking Statements
Statements in this Current Report on Form 8-K (this “Form 8-K”) that are not historical facts are “forward-looking statements” that involve risks and uncertainties that
could cause actual results or performance to differ materially from those contained in the forward-looking statements. Such statements are based on management’s expectations as of the date they are made and are not guarantees of future results.
Forward-looking statements generally can be identified by the use of forward-looking terminology, such as “anticipate,” “believe,” “continue,” “could,” “expect,” “may,” “should,” “intend,” “seek,” “estimate,” “plan,” “target,” “project,” “likely,”
“will,” “future” or other similar words or phrases. These risks and uncertainties include, but are not limited to, factors such as: (i) continuing U.S. and global economic uncertainty and the timing and degree of business recovery; (ii) the
irregular pattern of the Company’s revenues; (iii) dependence on particular market segments or customers; (iv) competitive pressures; (v) market acceptance of the Company’s products and services; (vi) technological complexity; (vii) undetected
software errors; (viii) potential product liability or warranty claims; (ix) risks associated with new product development; (x) the challenges and risks associated with integration of acquired product lines, companies and services; (xi) uncertainty
about the viability and effectiveness of strategic alliances; (xii) the Company’s ability to satisfy in a timely manner all Securities and Exchange Commission (“SEC”) required filings and the requirements of Section 404 of the Sarbanes-Oxley Act of
2002 and the rules and regulations adopted under that Section; (xiii) the ability to meet the closing conditions to the proposed transaction with Aptean (the “proposed transaction”) on the expected timeframe or at all; (xiv) potential adverse
reactions or changes to business relationships, operating results, financial results and the business generally resulting from the announcement, pendency or inability to complete the proposed transaction on the expected timeframe or at all; (xv)
actual or threatened litigation relating to the proposed transaction or otherwise; (xvi) the inability to retain key personnel, management or clients, or potential diminished productivity due to the impact of the proposed transaction on the
Company’s current and prospective employees, key management, clients and other business partners; (xvii) risks related to diverting management’s attention from the Company’s ongoing business operations; (xviii) unexpected delays, costs, charges,
fees or expenses resulting from the proposed transaction or the assumption of undisclosed liabilities related thereto; (xix) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the
proposed transaction, including in circumstances requiring the Company to pay a termination fee; (xx) the risk that the price of the Company’s common stock may fluctuate during the pendency of the proposed transaction and may decline significantly
if the proposed transaction is not completed; (xxi) the ability to successfully integrate operations and employees and to realize anticipated benefits and synergies of the proposed transaction as rapidly or to the extent anticipated; (xxii) actions
by competitors; (xxiii) general adverse economic, political, social and security conditions in the regions in which Logility and Aptean operate; and (xxiv) the other risks and uncertainties discussed under “Risk Factors” in the Company’s most
recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended January 31, 2025, and in other documents that the Company subsequently files from time to time with the SEC. Statements in this Form 8-K that are
“forward-looking” include, without limitation, statements about the timing of Aptean’s proposed transaction to acquire Logility. You are cautioned not to place undue reliance on these forward‑looking statements, which speak only as of the date of
this Form 8-K. Except as required by law, the Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances after the date of this Form 8‑K.
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.
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LOGILITY SUPPLY CHAIN SOLUTIONS, INC.
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By:
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/s/ Vincent C. Klinges
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Name: Vincent C. Klinges
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| Date: |
April 3, 2025
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Title: Chief Financial Officer
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