UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
As discussed below in Item 5.07, on November 17, 2020 the holders of a majority in voting power of all issued and outstanding shares entitled to vote at an election of directors of CoreLogic, Inc. (the “Company”) voted for the removal from office as directors of the Company of J. David Chatham, Thomas C. O’Brien and David F. Walker. The removal of Messrs. Chatham, O’Brien and Walker became effective immediately upon certification of the voting results of the Special Meeting (as defined below).
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On November 17, 2020, the Company held a special meeting of stockholders (the “Special Meeting”).
Each of the proposals upon which the Company’s stockholders voted at the Special Meeting, and the certified results reported by the independent inspector of elections, First Coast Results, Inc. (“First Coast”), are set forth below.
| 1. | The repeal of each provision of, or amendment to, the Company’s Amended and Restated Bylaws (the “Bylaws”) adopted by the Company’s board of directors (the “Board”) without the approval of the Company’s stockholders subsequent to July 6, 2020. |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 53,779,523 |
8,431,396 | 182,637 | — |
No such amendments to the Bylaws have been made, so, while this proposal was approved by the Company’s stockholders at the Special Meeting, this proposal did not result in any change to the Bylaws.
| 2. | The removal from office as directors of the Company of J. David Chatham, Douglas C. Curling, John C. Dorman, Paul F. Folino, Thomas C. O’Brien, Pamela H. Patenaude, Vikrant Raina, J. Michael Shepherd and David F. Walker, as well as any other person or persons elected or appointed to the Board without stockholder approval after June 18, 2020 and up to and including the date of the Special Meeting (other than the Senator and Cannae Nominees in the Nomination Proposal (each, as defined below)) (such directors, the “Incumbent Directors” and such proposal, the “Director Removal Proposal”). |
| For | Against | Abstain | Broker Non-Votes | |||||
| J. David Chatham |
53,704,596 | 8,103,974 | 540,720 | — | ||||
| Douglas C. Curling |
19,985,527 | 8,364,750 | 33,999,012 | — | ||||
| John C. Dorman |
19,566,898 | 8,347,944 | 34,434,641 | — | ||||
| Paul F. Folino |
31,174,779 | 8,101,092 | 23,073,618 | — | ||||
| Thomas C. O’Brien |
53,565,283 | 8,108,101 | 675,907 | — | ||||
| Pamela H. Patenaude |
19,549,556 | 8,367,304 | 34,432,429 | — | ||||
| Vikrant Raina |
19,550,227 | 8,366,681 | 34,432,592 | — | ||||
| J. Michael Shepherd |
19,551,526 | 8,364,983 | 34,432,981 | — | ||||
| David F. Walker |
47,827,270 | 8,104,824 | 6,417,196 | — |
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This proposal was approved with respect to J. David Chatham, Thomas C. O’Brien and David F. Walker by the Company’s stockholders at the Special Meeting, so they were removed as directors as discussed above in Item 5.02.
| 3. | The nomination of W. Steve Albrecht, Martina Lewis Bradford, Gail Landis, Wendy Lane, Ryan McKendrick, Katherine “KT” Rabin, Sreekanth Ravi, Lisa Wardell and Henry W. “Jay” Winship (the “Senator and Cannae Nominees”) for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the “Nomination Proposal”). |
| For | Against | Abstain | Broker Non-Votes | |||||
| W. Steve Albrecht |
53,622,323 | 8,105,803 | 615,162 | — | ||||
| Martina Lewis Bradford |
17,881,973 | 8,365,934 | 36,101,383 | — | ||||
| Gail Landis |
18,603,103 | 8,373,888 | 35,371,819 | — | ||||
| Wendy Lane |
53,785,815 | 8,096,315 | 467,159 | — | ||||
| Ryan McKendrick |
22,761,363 | 8,123,602 | 31,458,325 | — | ||||
| Katherine “KT” Rabin |
17,878,659 | 8,374,650 | 36,096,000 | — | ||||
| Sreekanth Ravi |
18,315,049 | 8,376,244 | 35,657,997 | — | ||||
| Lisa Wardell |
17,887,164 | 8,373,895 | 36,088,231 | — | ||||
| Henry W. “Jay” Winship |
53,757,961 | 8,116,421 | 474,907 | — |
This proposal was approved with respect to W. Steve Albrecht, Wendy Lane and Henry W. “Jay” Winship by the Company’s stockholders at the Special Meeting, so they were nominated for appointment to the Board.
| 4. | The amendment to Section 2.2 of Article II of the Bylaws, as set forth below, to add a new clause to Section 2.2 of Article II of the Bylaws (which shall be designated clause (b)) to provide mechanics for calling a special meeting of stockholders if no directors or less than a majority of directors are in office following the passing of the Director Removal Proposal: |
“(b) Notwithstanding anything to the contrary set forth herein, unless otherwise specified by the Court of Chancery, the Chief Executive Officer or Secretary shall, within five (5) business days after the date on which the Court of Chancery issues an order requiring the Corporation to hold an election pursuant to Section 223 of the DGCL, call a special meeting of stockholders of the Corporation for the election of directors and deliver notice of such meeting as provided in Section 2.3 of this Article II. Any special meeting of stockholders of the Corporation so called shall be held at the place, date and time specified in the notice of such meeting and in accordance with applicable law (or, at such other place, date and time as may be specified by the Court of Chancery).”
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 23,280,062 |
38,945,587 | 167,917 | — |
This proposal was not approved by the Company’s stockholders at the Special Meeting, so this proposal did not result in any change to the Bylaws.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 23, 2020
| CORELOGIC, INC. | ||
| By: | /s/ Frank D. Martell | |
| Name: | Frank D. Martell | |
| Title: | President and Chief Executive Officer | |
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