SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 16, 2011
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
650 Massachusetts Ave, NW
Washington, D.C. 20001
(Address of principal executive offices)
(Registrants telephone number, including area code)
(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:
On September 16, 2011, Blackboard Inc. (the Company) held a Special Meeting of Stockholders (the Special Meeting). There were 28,576,765 shares represented in person or by proxy at the Special Meeting, representing 81.3% of the shares entitled to vote at the meeting. The final voting results for each of the matters submitted to a vote of the Companys stockholders at the Special Meeting are presented in the tables below.
Proposal 1. Approval and Adoption of the Merger Agreement. The Agreement and Plan of Merger (the Merger Agreement), dated as of June 30, 2011, by and among Bulldog Holdings, LLC, a Delaware limited liability company, Bulldog Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Bulldog Holdings, LLC, and the Company, was adopted by an affirmative vote of the holders of a majority of the shares of the Companys common stock outstanding as of the record date of August 3, 2011.
Proposal 2. Approval of Adjournment of Special Meeting. The Companys stockholders voted to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to adopt the Merger Agreement.
Proposal 3. Advisory Vote on the Approval of Golden Parachute Executive Compensation. The stockholders approved, on an advisory basis, the golden parachute compensation payable under existing agreements with the Company that certain executive officers of the Company will or may receive in connection with the merger.
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.