SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(Exact name of Registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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|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))|
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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).
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|Item 5.07||Submission of Matters to a Vote of Security Holders|
On April 28, 2022, Activision Blizzard, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 21, 2022.
Each of the proposals upon which the Company’s stockholders voted at the Special Meeting, and the final, certified results reported by the Company’s independent inspector of elections, American Election Services, LLC, are set forth below.
|1.||Adoption of the Agreement and Plan of Merger (as it may be amended from time to time), dated as of January 18, 2022, by and among the Company, Microsoft Corporation and Anchorage Merger Sub Inc., a wholly owned subsidiary of Microsoft Corporation (the “Merger Agreement”) (the “Merger Proposal”).|
The Merger Proposal was approved by the Company’s stockholders at the Special Meeting.
|2.||Approval, by means of a non-binding, advisory vote, of compensation that will or may become payable to the named executive officers of the Company in connection with the merger (the “Merger-Related Compensation Proposal”).|
The Merger-Related Compensation Proposal was approved by the Company’s stockholders at the Special Meeting.
|3.||Adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to allow time to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).|
Because the Company’s stockholders approved the Merger Proposal, the Adjournment Proposal was rendered moot and not presented.
|Item 8.01||Other Events.|
The information set forth in Item 5.07 is incorporated by reference herein. On April 28, 2022, the Company issued a press release announcing the results of the Special Meeting held today. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Press Release, dated April 28, 2022.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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: April 28, 2022
|Activision Blizzard, Inc.|
|By:||/s/ Frances Townsend|
|Title:||Executive Vice President for Corporate Affairs, Corporate Secretary, and Chief Compliance Officer|
Activision Blizzard Stockholders Approve Proposed Microsoft Transaction
SANTA MONICA, Calif. -- April 28, 2022 – Activision Blizzard, Inc. (NASDAQ: ATVI) announced that its stockholders approved Microsoft Corporation’s (Nasdaq: MSFT) proposal to acquire Activision Blizzard at the Activision Blizzard Special Meeting of Stockholders held earlier today. More than 98% of the shares voted at the Special Meeting were voted in favor of the proposed transaction with Microsoft.
On January 18, 2022, Microsoft announced plans to acquire Activision Blizzard for $95.00 per share in an all-cash transaction. Subject to customary closing conditions and the completion of regulatory review, the proposed transaction is expected to close in Microsoft’s fiscal year ending June 30, 2023.
“Today’s overwhelmingly supportive vote by our stockholders confirms our shared belief that, combined with Microsoft, we will be even better positioned to create great value for our players, even greater opportunities for our employees, and to continue our focus on becoming an inspiring example of a welcoming, respectful, and inclusive workplace,” said Bobby Kotick, CEO, Activision Blizzard.
The complete results of the Special Meeting will be reported in a Form 8-K to be filed with the U.S. Securities and Exchange Commission by early next week, after certification by Activision Blizzard’s Inspector of Election.
About Activision Blizzard
Our mission, to connect and engage the world through epic entertainment, has never been more important. Through communities rooted in our video game franchises we enable hundreds of millions of people to experience joy, thrill and achievement. We enable social connections through the lens of fun, and we foster purpose and a sense of accomplishment through healthy competition. Like sport, but with greater accessibility, our players can find purpose and meaning through competitive gaming. Video games, unlike any other social or entertainment media, have the ability to break down the barriers that can inhibit tolerance and understanding. Celebrating differences is at the core of our culture and ensures we can create games for players of diverse backgrounds in the 190 countries our games are played.
As a member of the Fortune 500 and as a component company of the S&P 500, we have an extraordinary track record of delivering superior shareholder returns for over 30 years.
Our enduring franchises are some of the world’s most popular, including Call of Duty®, Crash Bandicoot™, Warcraft®, Overwatch®, Diablo®, StarCraft®, Candy Crush™, Bubble Witch™, Pet Rescue™ and Farm Heroes™. Our sustained success has enabled the company to support corporate social responsibility initiatives that are directly tied to our franchises. As an example, our Call of Duty Endowment has helped find employment for over 90,000 veterans.
Learn more information about Activision Blizzard and how we connect and engage the world through epic entertainment on the company's website, www.activisionblizzard.com.
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