UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed, Leaf Group Ltd. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 3, 2021, by and among Graham Holdings Company, a Delaware corporation (“Parent”), Pacifica Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). On June 10, 2021, the Company held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals relating to the Merger Agreement. Such proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2021.
As of the close of business on May 3, 2021, the record date for the Special Meeting, there were 36,032,095 shares of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 27,210,581 shares of Company Common Stock, representing approximately 75.51% of the outstanding shares of Company Common Stock entitled to vote, were present virtually or represented by proxy, constituting a quorum to conduct business.
Set forth below are the proposals, and the action taken by the Company’s stockholders with respect to each proposal at the Special Meeting.
Proposal No. 1: Approval of the Merger Proposal
The Company’s stockholders approved the proposal to adopt the Merger Agreement. Approval of the Merger Proposal required the affirmative vote of a majority of the shares of Company Common Stock that were outstanding and entitled to vote as of the record date. The voting results for this proposal were as follows:
| Votes For | Votes Against | Abstentions | ||
| 21,311,587 | 5,891,579 | 7,415 |
Proposal No. 2: Approval of the Advisory, Non-Binding Compensation Proposal
The Company’s stockholders approved, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger. Approval of this proposal required the affirmative vote of a majority of the outstanding shares of Company Common Stock that were present at the Special Meeting and entitled to vote as of the record date. The voting results for this proposal were as follows:
| Votes For | Votes Against | Abstentions | ||
| 21,751,817 | 5,444,986 | 13,778 |
Proposal No. 3: Approval of the Adjournment Proposal
The proposal to approve the adjournment or postponement of the Special Meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, was not voted upon at the Special Meeting because sufficient votes were received to approve the adoption of the Merger Agreement.
| Item 8.01. | Other Events |
On June 10, 2021, the Company issued a press release announcing adoption of the Merger Agreement by the Company’s stockholders at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. The Company anticipates that the Merger will be completed on June 14, 2021.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release issued by the Company on June 10, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| LEAF GROUP LTD. | ||
| Date: June 10, 2021 | By: | /s/ Adam Wergeles |
| Name: | Adam Wergeles | |
| Title: | Executive Vice President and General Counsel | |
Exhibit 99.1
Leaf Group Announces Shareholder Approval of Merger Agreement with Graham Holdings
SANTA MONICA, Calif., June 10, 2021 (GLOBE NEWSWIRE) – Leaf Group (NYSE: LEAF) (“Leaf Group”), a diversified consumer internet company, today announced that, at a special meeting of shareholders held on June 10, 2021, its shareholders approved the Merger Agreement entered into by Leaf Group and Graham Holdings Company (NYSE: GHC) (“Graham Holdings”), under which Graham Holdings will acquire all of the outstanding shares of common stock of Leaf Group for $8.50 per share in an all-cash transaction valued at approximately $323 million.
Holders of approximately 59.14% of all outstanding common shares of Leaf Group as of the close of business on May 3, 2021, the record date for the Special Meeting, voted to adopt the Merger Agreement.
The proposed transaction remains subject to the receipt and satisfaction of certain closing conditions. The Company anticipates that the proposed transaction will be completed on June 14, 2021.
About Leaf Group
Leaf Group Ltd. (NYSE: LEAF) is a diversified consumer internet company that builds enduring, creator-driven brands that reach passionate audiences in large and growing lifestyle categories, including fitness and wellness (Well+Good, Livestrong.com and MyPlate App), and home, art and design (Saatchi Art, Society6 and Hunker). For more information about Leaf Group, visit www.leafgroup.com.
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company generally identifies forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. The Company has based these forward-looking statements largely on its then-current expectations and projections about future events and financial trends as well as the beliefs and assumptions of management. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: (i) the timing of the closing of the proposed merger with Graham Holdings (the “Merger”), including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed Merger will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the Merger Agreement; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; (iv) unanticipated difficulties or expenditures relating to the proposed Merger, the response of business partners and competitors to the announcement of the proposed Merger, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed Merger; (v) the response of Company stockholders to the Merger Agreement; and (vi) those risks detailed in the Company’s most recent Annual Report on Form 10-K (as amended by the Amendment No. 1 to such Form 10-K) and subsequent reports filed with the SEC, as well as other documents that may be filed by the Company from time to time with the SEC. Accordingly, you should not rely upon forward-looking statements as predictions of future events. The Company cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this press release relate only to events as of the date on which the statements are made. Except as required by applicable law or regulation, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
Leaf
Group Investor Contacts:
Shawn Milne
Investor Relations
415-264-3419
shawn.milne@leafgroup.com
Leaf
Group Media Contacts:
John Christiansen/Nate Johnson
Sard Verbinnen & Co
415-618-8750/310-201-2040
LeafGroup-SVC@sardverb.com
Sharna Daduk
VP, Communications
Sharna.daduk@leafgroup.com
Cover |
Jun. 10, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 10, 2021 |
| Entity File Number | 001-35048 |
| Entity Registrant Name | LEAF GROUP LTD. |
| Entity Central Index Key | 0001365038 |
| Entity Tax Identification Number | 20-4731239 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1655 26th Street |
| Entity Address, City or Town | Santa Monica |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 90404 |
| City Area Code | 310 |
| Local Phone Number | 656-6253 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.0001 per share |
| Trading Symbol | LEAF |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
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