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The following is an excerpt from a transcript of Momentive Global Inc.s special town hall held on March 14, 2023.
March 14 Special Town Hall Transcript
Zander Lurie: What is with the elevator dance music Jarmila? Who picked that? instrumental, beautiful choice today. I hope everybody had an opportunity to read the legal disclaimer there. We left it up for a while, but I wanted to welcome everybody and say, Good morning. Good afternoon. Good evening.
Wherever we find you for this Special Town Hall. Its an important one, and I wanted to give everybody a chance to ask questions, but then also hear from your colleagues about the nature of the press release we issued yesterday.
And so, as you have read at this point I am sure Momentive entered into a definitive agreement with Symphony Technology Group to sell the company for $9 and 46 cents a share. We will endeavor over the next few weeks and months to close the transaction successfully, and then enter a new chapter. And Ive been through a whole lot of emotions throughout this process, and then obviously culminating last night, talking to many of my colleagues, seeing a bunch of friends, a lot of text messages. I am super super excited for the next chapter for Momentive. I believe in my bones this is absolutely the right thing for shareholders, for our customers, and for employees.
I think everybody here whos been with the company for a while, we have to acknowledge the road and the journey weve been on and over the last 18 months. Obviously theres been a whole lot of turmoil in the macro markets. Weve had our own share of trip ups and stumbles. The failed transaction a year and a half ago was quite challenging, and obviously been through some some painful layoffs. But Im reminded of one of our very first Goldie speakers, and for those who are newer to the company in the last 7 years, I think weve brought in 75 speakers really incredible CEOs, authors, musicians, philanthropist, athletes, people who have incredible wisdom and energy to share and to motivate, and inspire.
And Jeffrey Katzenberg was our very very first Goldie speaker back in 2016, the legendary President of Disney, founder of Dreamworks, movie maker, entrepreneur, activist. Hes just done some incredible things in his career, and I remember asking him about being elevated to become President of Disney pictures at the age of 28, and I also remember having lunch with him a couple of years ago, and asking him about Quibi, where his company lost over a 1 billion and a half dollars in 6 months. And he had the same answer for both questions, he said Zander, life is about looking forward. I spend 99% of my time looking through the windshield, and 1% of my time looking in the rearview mirror to make sure I havent missed anything, and for learning, so I can be better on the road ahead and today really is about the road ahead.
We are entering into an agreement - and I will introduce you in a moment - with a really high quality, high integrity values driven firm. Folks who have a deep, deep domain expertise in the insights and market analytics, software businesses. Theyve been investing in the space for over 20 years. They had incredible amount of diligence they had done, and insights they
brought to bear when we entered into the process, getting to know them. And, so Im just really I am grateful that we are going to be entering a new chapter with colleagues who can provide a big umbrella to help us navigate what is going to be an incredibly competitive and exciting road ahead.
I first, before we get into the slides. Here, Jarmila, I want to thank just a handful of people really quickly. People who really rolled up their sleeves over the last many months to make sure this transaction will become a successful one. First off on the finance team, Kunal Agarwal, who really led SP&A over the last couple of years, but also was my kind of co-pilot throughout several CFOs, and on the long range plans, and really stepped up, not only with STG, the bankers and the internal team, so Kunal grateful for all of your support.
Michelle Leung on the legal team. Incredible job closing this, announcing this transaction today the many, many hours and days and weeks you put into this much appreciated. Rich Sullivan, our relatively new CFO, ramped up really quickly. He did not have the kind of 90 day glide path and had a huge huge impact here.
Katie and Jarmila and the Comms team, obviously incredibly important work in this time period. And then the MVP of this transaction hands down the most trusted, competent, hardworking, loyal, charming, pick you up when you need to be picked up. Our general counsel, Lora Blum is a superstar. Lora super super grateful for your leadership here.
So with that I wanted to introduce JT Treadwell and John Ouren from STG. Welcome, JT. Welcome, John. You have 1,000 new colleagues who will become colleagues and trusted partners when we close this transaction, and I cant spare you from the indignity that we all must face. And so, whenever you come on Zoom for an all hands for the first time we ask you to do a Karaoke song. And so were about to load that up, and so I would like you guys to please stand up. Its just a 4 minute song. Just do your very best to impress your new colleagues. John JT how you guys doing?
J.T. Treadwell: Were doing great. Doing great, very, very excited to be starting the journey with you guys.
Zander Lurie: Congratulations, uh JT If I could, if I could throw it over to you, maybe I would just ask you a couple of questions, and Ill let you take it in whichever direction you like.
First kind of how long have you been tracking SurveyMonkey/Momentive kind of what intrigued you you know about the category and about the sector. And what are you most excited about when we get this get through the regulators and get through the shareholder vote and get the transaction closed?
J.T. Treadwell: Yeah, I mean, I think you know, for those of you who dont know STG. Weve been investing in software and technology and data and analytics for 20 years. The firm got us to start in 2002 down in Palo Alto, and currently based in Menlo Park. We are, so, I think, one of
the pioneers in the software space. But I would say unusual among our brethren. Weve actually done a tremendous number of market research data insights and analytics companies. I think weve owned 7, 8 market research or sort of data, you know, data and information services companies and so weve known SurveyMonkey now, Momentive since the very beginning, and you know I we, I think we said it in the press release, but its genuinely true. We have long admired the company. You guys have built a fantastic franchise.
You basically invented the category, I mean, took probably the number of people that did survey programming from several thousand, you know, to several million. Right? Its it. I mean its just a tremendous accomplishment, and in creating the space.
Ill let John introduce himself here in a second. He used to work for you guys way back when when when he was at MarketTools and the businesses bought. But we have, we have...weve been...were very excited to be a part of the journey here for the next phase.And and really look forward to several months from now, when the deal closes and and and we sort of shift the paradigm to working with us instead of the public market. So were really excited and thank you for letting us come along the journey with you and John.
John Ouren: Yeah, thats a much easier question for me, Zander. So I worked with the company that was number 2 with SurveyMonkey before it was bought by SurveyMonkey in 2012. So were used to being in the industry and competing.
Im also a huge user. Were big believers in feedback at STG. We have 22 portfolio companies that have active employee and customer satisfaction programs, many of which are built on the SurveyMonkey platform. And we also use it with our employees as well. So Im in the application all the time. I just upgraded to Teams. So my ARPU just went up. Anyway, a big time user and a big time fan.
Zander Lurie: Well, we appreciate that, and weve got a lot more to share this week. This Town Hall was previously scheduled to go through kind of some big goals and OKRs for the year. And so were gonna push a little bit of that out, because I know people are super intrigued and curious about the transaction. But first and foremost, I just want to say in my job, you know, leading this organization, leading peopleI am in the people reading business, and I have had ample time to examine diligence and get to know John and J.T. and their firm, and I just want to reassure all of our colleagues.
There is often a lot of nuance, intrigue, and mystique around private equity. And really what private equity is, and youll learn a lot more about it, it is pools of capital raised from retirement funds and teachers funds and firemans funds and high net worth individuals to come together to entrust smart people like these 2 and their colleagues to find great opportunities to add value. And I believe, they believe, this is what that opportunity represents, that we have a business thats generating nearly a half a billion dollars of revenue from 900,000+ customers who really want to collect feedback learn insight, so they can take the right actions in their business, and they bring a ton of expertise to bear, a ton of great resources: other portfolio companies,
international opportunities that I believe are going to help this company expand our footprint, expand our products, we grow our AOV, and really ultimately deliver a lot more revenue, profitability, and then shareholder value. And for all of you who are going to be on that journey this represents a great opportunity in the road ahead. So were gonna close the chapter as a public company of nearly 5 years and move into the next chapter and phase on the journey, which is what life is all about. So congratulations guys! Welcome! Look forward to helping you close this transaction. And with that, Im going to turn it over.
J.T. Treadwell: Thank you.
Zander Lurie: See you, John. Thank you!
All right. We got a whole lot of questions. Lora Blum, MVP, if you can come off. There you are. Hi, Lora!
Lora Blum: Hi, Zander! Hi everybody, great to see you all.
Zander Lurie: How many hours of sleep did you get last night?
Lora Blum: Yeah, more last night than I have in a little while, though I have to say that daylight savings time, it just throws you off. So, looking forward to the weekend for sure when I plan to get more sleep, but really excited about the announcement, and to work with STG to get us to closing and on to the next chapter. I completely agree. This is a really exciting time.
I was gonna start by talking about the equity impact. So what happens to stock? What happens to your RSUs to your uninvested equity? So for those of you who havent seen the press release, I encourage you to read it. Weve also filed an 8-K. That goes into a whole lot more detail, if youre interested.
Well be getting $9.46 per share. Its pretty straightforward, so for every share thats held $9.46 will be paid upon closing. Theres a little example here on the screen. So if theres 500 shares at $9.46 you would receive $4,730. So thats for actual shares that are heldso any RSUs that vested in shares would convert to the right to receive $9.46. On unvested equity, your RSUs will continue to vest, so what that means is during this period between sign and close, for example, on May 15th, because I dont believe we will close before May 15ththat would be miraculous if we didyou will continue to receive stock as you vest, so the RSUs will convert into shares, and then those shares would convert into cash at closing. Then, beyond closing, RSUs as you continue to be an employee of the company will continue to vest on the same schedule, and you would receive cash in lieu of shares, meaning for every share thats post closing, youll get $9.46 minus taxes, applicable taxes.
So I went through that pretty quickly. But there is a wonderful, wonderful set of FAQs that have been posted on Momentive Central also filed with the SEC. And about I would guess 99% of your questions will be answered through those FAQs. So I strongly encourage you to read
them, and if you have supplemental questions, please ask them. We will update the FAQs as we get questions and always feel free to, you know, come to me or others on the team, and were happy to answer questions as well.
Zander Lurie: Well done, Lora.
Lora Blum: One other thing I just wanted to quickly mention is that, I know thereve been a lot of questions about equity grants and the 2023 annual equity program. And that is coming. You will learn more about that in the next couple of weeks. So thank you.
Zander Lurie: Yeah, I thank you for the explanation, and that is an important update for everybody here whose work is adding value to this company. We are going to be issuing equity in the next 2 or 3 weeks. Hopefully, in March we have approval.
We have a pool of shares thats been approved in the transaction. Its in the interim operating covenants, and so we will be working with your senior managers across the team to issue equity to employees, so that, I know, is welcome news.
Lora Blum: I think we were going to share a timeline real quick, if thats all right? Okay. So just to take you through it. I know some of you were here, or many of you were probably here for the Zendesk transaction and so you may remember that in a transaction like this we do have to get stockholder approval. Thats a big part. There will not be any other set of stockholders thats required to approve this transaction, so its a little bit less complicated this time around.
We will file a proxy statement that will be on file with the SEC if youre interested in reading that in the next few weeks. Then we will, once that gets through the SEC process, well be able to aboutcall it 30 or 45 days after thatbe able to hold our special meeting and seek shareholder approval. At the same time, well be working through regulatory approval, like the HSR Filing we do here in the US, thats the Hart Scott Rodino Act, and then some international filings that are required. So were looking at Q2, Q3 for close. Well make it happen as quickly as possible, but with the regulators you cant make any guarantees.
Zander Lurie: Did you update that for daylight savings Lora?
Lora Blum: I have not. Yeah, that Im leaving it to other people to do the updating.
Zander Lurie: Ok lets do the Please Do Nots which is hopefully a clear mandate from you, and then we can talk about what we can do.
Lora Blum: Yeah, this is really really important. We have an agreement with STG that we need to make sure we comply with, so please again look at the FAQs. Dont guess about answering questions. Come to me, come to others, and please dont answer questions externally. There are folks who are authorized to do that. You all know that, pursuant to our policies, but just want to make sure were clear on that. Please dont post on social media. We have made posts that
we have to file with the SEC. Please do not create original content. And please dont use broad-based channels to answer questions, because those can be deemed a solicitation to stockholders. I know that sounds strange to, you know, use slack and think of that as a proxy solicitation. But the SEC defines a solicitation really, really, broadly. So again, please, you know, keep things limited in terms of what youre saying broadly, and rely on those FAQs. And obviously, please dont speak to reporters or analysts. We have wonderful folks that take care of that for us.
On the Please Do, its pretty clear here, but FAQsbegging you to read them and take a look at the equity impact and ask us questions about all that. And really, really importantour business, were still operating. Were still moving forward, and were gonna have new ownership when we close, but its really really important to focus on hitting our goals. And please point folks to these pages where they can find answers to their questions if you need help with that. And then ask us more questions, use the survey.
So thanks, I think those are the big questions.
Zander Lurie: So thanks, Lora. Great job. Just a couple more points that I want to get into a little bit more of a run the business update. There are going to be a ton of questions on equity, and I want to do the best I can to try and remove some of the drama.
The IPO market is celebrated because its a media event, and it was a ton of fun. We had a ton of fun going public. It was a huge rallying cry, right at the end of the day. Though this business has an ownership group today, its a large group of shareholders in the public institutions, post-close the business will be owned by STG and all of their shareholders. They are going to want employees to be motivated and aligned to hit goals, and they will issue equity. I cant tell you about that equity instrument today, but as a private company, J.T. and the team at STG is going to create an equity pool that will be shared with employees to help align, inspire, motivate, and share wealth creation as the company grows and drives value, that value will be driven, like all private and public companies, by incremental profitability and free cash flow.
And so I dont have any update today on how theyre going to do tha. Im sure, based on my experience working with them, they will be super, super, thoughtful, and constructive, working with consultants and finding something that will be really attractive, compelling and competitive to attract your time and talents.
And so right now, as Lora said, when the transaction closes, our current shareholders will be paid $9.46. Your unvested equity will continue to vest as youre with the company at that share price, and then a new equity program will be created. And so were gonna do our equity grants for now and then therell be a new program as new ownership comes in. I asked J.T. if they were committed to paying out the diversity, equity, inclusion, bonuses for our ERG and DIIG leaders in June, he said, Of course.
So again, I believe we are partnering with a really high quality team. I believe this is in the best interest of our shareholders, our employees, our customers. And with that, as Lora said. We have a business to run, and I know this is peaking peoples curiosity. I know it was a lot to take in on email and Zoom. But at the end of the day weve got almost a million paying customers and a whole lot more users who engage with our products in surveys, market research, CX, around the world. The best thing we can do, to help close the transaction and add value going forward, is to deliver for our customers and each other as we build and try and hit some bigger goals.
And so with that, Id love to introduce Eric Johnson here, too, known as EJ. Who leads up our marketing growth team. EJ has been hard at work with his colleagues on coming up with some bigger ideas and goals to enable us to deliver better results in the future. EJ: how are you? Good morning.
Eric EJ Johnson: I am good thanks, Zander. I just want to give a quick preview for what well be talking about on Thursday. And our theme, just what Lora said, is Focus, Focus Focus. Well be talking about a focus on the product, a focus on the customer, and a focus on the future. All these things apply, whether were owned by the public or by STG. And running the business is vital.
Eric EJ Johnson: Ill also share some updates on branding where we have some new campaigns, and what the products look like in the world that were in. So looking forward to to sharing all that, and Pri, Ill pass it over to you to talk about the preview of the product Roadmap.
Pri Carr: Yep, for those of you who joined us at Innovate All Hands, we shared with you our product focus, as EJ mentioned, what are we focusing on the product. And at Thursday Town Hall, well roll that out for the full company. But youll hear from us on why were making these choices to focus on particular areas, what were choosing not to do, and a deep dive into the actual product roadmap, so you know whats coming. Robin wanted to share anything else?
Robin Ducot: I was just gonna say, Im really excited for us to share the roadmap with you. We are aligned and really excited about what were going to be doing.
Pri Carr: Antoine?
Antoine Andrews: Thank you. Pri. In January, we shared our goal, some of the goals from the social impact team, Momentive Together. On Thursday well be doing as we would do, sharing more about how were tracking against our 2024 DEI goals, So as the team said, we are still moving along, and we will share more information about this. So, looking forward to sharing that with the team. I think Im passing it back to Zander.
Zander Lurie: Thank you, Antoine. Thank you Pri. Thank you, Robin. Thank you, EJ.
Additional Information and Where to Find It
Momentive, its directors and certain executive officers are participants in the solicitation of proxies from stockholders in connection with the pending acquisition of Momentive (the Transaction). Momentive plans to file a proxy statement (the Transaction Proxy Statement) with the Securities and Exchange Commission (the SEC) in connection with the solicitation of proxies to approve the Transaction. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Transaction. Information relating to the foregoing can also be found in Momentives definitive proxy statement for its 2022 Annual Meeting of Stockholders (the 2022 Proxy Statement), which was filed with the SEC on April 25, 2022. To the extent that holdings of Momentives securities have changed since the amounts printed in the 2022 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Promptly after filing the definitive Transaction Proxy Statement with the SEC, Momentive will mail the definitive Transaction Proxy Statement and a WHITE proxy card to each stockholder entitled to vote at the special meeting to consider the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT MOMENTIVE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Momentive with the SEC in connection with the Transaction at the SECs website (http://www.sec.gov). Copies of Momentives definitive Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Momentive with the SEC in connection with the Transaction will also be available, free of charge, at Momentives investor relations website at investor.momentive.ai.
Forward-Looking Statements
This communication contains forward-looking statements that involve risks and uncertainties, including statements regarding: the Transaction, including the expected timing of the closing of the Transaction; considerations taken into account by Momentives Board of Directors in approving the Transaction; and expectations for Momentive following the closing of the Transaction. If any of these risks or uncertainties materialize, or if any of Momentives assumptions prove incorrect, Momentives actual results could differ materially from the results expressed or implied by these forward-looking statements. Additional risks and uncertainties include those associated with: (i) the possibility that the conditions to the closing of the Transaction are not satisfied, including the risk that required approvals from Momentives stockholders for the Transaction or required regulatory approvals to consummate the Transaction are not obtained, on a timely basis or at all; (ii) the occurrence of any event, change or other circumstances that could give rise to the right to terminate the Transaction, including in circumstances requiring Momentive to pay a termination fee; (iii) uncertainties as to the timing of the consummation of the Transaction and the ability of each party to consummate the Transaction; (iv) the nature, cost and outcome of any legal proceeding that may be instituted against Momentive and others relating to the Transaction; (v) economic, market, financial, business or geopolitical conditions (including resulting from disruptions to the banking sector, inflationary pressures, rising interest rates, supply chain disruptions, the COVID-19 pandemic, civil unrest or military conflict) or competition, or changes in such conditions, negatively affecting Momentives markets, customers, business, operations and financial performance; (vi) the effect of the announcement or pendency of the Transaction on our business relationships, customers, operating results and business generally, including risks related to the diversion of the attention of Momentive management or employees during the pendency of the Transaction; (vii) the amount of the costs, fees, expenses and charges related to the merger agreement or the Transaction; (viii) the risk that our stock price may fluctuate during the pendency of the Transaction and may decline significantly if the Transaction is not completed; (ix) possible disruption related to the Transaction to Momentives current plans and operations, including through the loss of customers and employees; and (x) other risks and uncertainties detailed in the periodic reports that Momentive files with the SEC, including Momentives Annual Report on Form 10-K filed with the SEC on February 17, 2023, and subsequent filings which may be obtained at Momentives investor relations website at investor.momentive.ai. All forward-looking statements in this communication are based on information available to Momentive as of the date of this communication, and Momentive does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.