8-K
INNERWORKINGS INC false 0001350381 0001350381 2020-09-24 2020-09-24

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 24, 2020

 

 

INNERWORKINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   000-52170   20-5997364

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

203 North LaSalle Street, Suite 1800, Chicago, Illinois 60601

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 642-3700 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

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:

 

Title of each class

  

Trading
Symbol

  

Name of each exchange

on which registered

Common Stock, $0.0001 par value    INWK    Nasdaq Global Market

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.

A special meeting of stockholders of InnerWorkings, Inc., a Delaware corporation (the “Company”), was held virtually via the Internet on September 24, 2020 in Chicago, Illinois (the “Special Meeting”). A total of 38,613,619 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), out of a total of 52,842,618 shares of Common Stock issued and outstanding and entitled to vote as of August 19, 2020 (the “Record Date”), were present in person or represented by proxy at the Special Meeting, and, therefore, a quorum was present. A summary of the voting results for the following proposals, each of which is described in detail in the Company’s definitive proxy statement, dated August 21, 2020 and first mailed to the Company’s stockholders on or about August 24, 2020, is set forth below:

Approval of the Merger and the Other Transactions Contemplated by the Merger Agreement

As previously disclosed, on July 15, 2020, the Company entered into an Agreement and Plan of Merger, by and among the Company, HH Global Group Limited, a company registered in England and Wales (“Parent”), HH Global Finance Limited, a company registered in England and Wales and Project Idaho Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Sub”) (as amended from time to time, the “Merger Agreement”). The Merger Agreement provides for Sub to merge with and into the Company, causing the Company to become a wholly owned subsidiary of Parent (the “Merger”).

At the Special Meeting, the Company’s stockholders voted upon and approved a proposal to adopt the Merger Agreement. Approximately 73.03% of the outstanding shares of Common Stock voted in favor of the proposal. The votes on this proposal were as follows:

 

Votes

For

  

Votes

Against

  

Votes

Abstained

38,592,883    16,951    3,785

Advisory Vote on Named Executive Officer Merger-Related Compensation

At the Special Meeting, the Company’s stockholders voted upon and approved a proposal, on a non-binding advisory vote, of the compensation that may be paid or become payable to the Company’s named executive officers and that is based on, or otherwise relates to, the Merger. Approximately 64.64% of the shares of Common Stock present in person or represented by proxy at the Special Meeting were voted in favor of the proposal. The vote regarding the named executive officers’ Merger-related compensation proposal was advisory only and the result of the vote is not binding on the Company or Parent and is not a condition to consummation of the Merger. The votes on this proposal were as follows:

 

Votes

For

  

Votes

Against

  

Votes

Abstained

24,961,620    12,508,410    1,143,589

Adjournment of the Special Meeting

Because stockholders holding at least a majority of the shares of Common Stock outstanding and entitled to vote approved the proposal to adopt the Merger Agreement, the proposal to adjourn the Special Meeting from time to time to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement, was rendered moot and was not called for a vote at the special meeting.

 

Item 8.01

Other Events.

On September 25, 2020, InnerWorkings issued a press release announcing the preliminary results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit
No.
   Description
99.1    Press Release of InnerWorkings dated September 25, 2020
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.

 

    INNERWORKINGS, INC.
September 25, 2020     By:  

/s/ Oren B. Azar

    Name:   Oren B. Azar
    Title:   Executive Vice President, General Counsel and Corporate Secretary
EX-99.1

Exhibit 99.1

InnerWorkings Stockholders Approve Merger with HH Global

CHICAGO, Ill. September 25, 2020 – InnerWorkings, Inc. (NASDAQ: INWK) (“InnerWorkings” or the “Company”) today announced that, at a special meeting of stockholders held on September 24, 2020, InnerWorkings’ stockholders approved the adoption of the previously announced merger agreement relating to the proposed transaction between InnerWorkings and HH Global Group Limited (“HH Global”), whereby InnerWorkings will become a wholly owned subsidiary of HH Global.

After certification by the Company’s inspector of elections, the final voting results for the Company’s special meeting will be filed with the U.S. Securities and Exchange Commission (the “SEC”) in a Form 8-K, which will also be available at https://investors.inwk.com.

The merger is expected to close on October 1, 2020, subject to the satisfaction of the remaining customary closing conditions.

About InnerWorkings

InnerWorkings, Inc. engineers marketing for leading brands across a wide range of industries. We dive deep into clients’ brand strategies to deliver solutions that leverage our global expertise, certified supplier base, proven methods, and proprietary technology. By engineering marketing across key touch points in the customer journey, we power campaigns that drive value, enhance awareness and inspire action. With services that include creative, print, direct mail, branded merchandise, luxury packaging, retail environments, and digital solutions, we’re elevating beyond execution to shape brand experience. For more information visit: www.inwk.com.

About HH Global

Founded in 1991, HH Global is a global outsourced marketing execution provider. Applying proven processes, industry-leading technology, and the deep expertise of over 1,300+ employees, we develop innovative solutions that drive down the cost of our clients’ physical marketing procurement and content development, while improving quality, sustainability, and speed to market. For more information visit: www.hhglobal.com.

Forward-Looking Statements

This release contains “forward-looking statements” that are based on beliefs, assumptions, and expectations of future events, taking into account the information currently available to the Company. All statements other than statements of current or historical fact contained in this report are forward-looking statements. The words “believe,” “may,” “should,” “anticipate,” “estimate,” “expect,” “intend,” “will,” “seek,” “plan,” and similar statements are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that may cause actual outcomes to differ materially from expectations of future outcomes the Company expresses or implies in any forward-looking statements. These risks and uncertainties include, but are not limited to: the satisfaction of the conditions precedent to the consummation of the proposed merger, including, without limitation, the receipt of regulatory approvals; unanticipated difficulties or expenditures relating to the proposed merger; legal proceedings, judgments or settlements, including those that may be instituted against the Company, the Company’s board of directors, officers and others following the announcement of the proposed merger; disruptions of current plans and operations caused by the announcement and pendency of the proposed merger; potential difficulties in employee retention due to the announcement and pendency of the proposed merger; the response of customers, suppliers, business partners and regulators to the announcement of the proposed merger; and other risks, relevant factors, and uncertainties identified in the Company’s filings with the SEC (including the information set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, its Quarterly Report on


Form 10-Q for the quarter ended March 31, 2020, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and in subsequent filings), which filings are available at the SEC’s website at www.sec.gov. Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. The Company’s forward-looking statements speak only as of the date of this document. Other than as required by law, the Company undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.

CONTACT:

InnerWorkings, Inc.

Bridget Freas

312.589.5613

bfreas@inwk.com