CoreLogic, Inc.
Extract: Update, Call Special Meeting (By Stockholder) from a 8-K on 09/04/2020   Download
SEC Document
SEC Filing

Company Special Meeting Record Date

On September 4, 2020, CoreLogic, Inc., a Delaware corporation (the “Company”), issued a press release (the “Press Release”) announcing that its Board of Directors (the “Board”) set September 18, 2020 as the record date to determine stockholders entitled to notice of and to vote at the Company’s previously announced special meeting of stockholders to be held on November 17, 2020 for the purpose of considering and voting upon the replacement of up to nine (9) directors of the Company (the “Incumbent Directors”) with nominees identified by Senator Investment Group LP (together with its affiliates, “Senator”) and Cannae Holdings, Inc. (together with its affiliates, “Cannae”) (such nominees, the “S/C Nominees”), as well as certain items of business related to the amendment of the Company’s bylaws proposed by Senator and Cannae (the “Company Special Meeting”).

The full text of the Press Release is attached hereto as Exhibit 99.1.

Senator / Cannae Special Meeting Request

Notwithstanding that on August 9, 2020 the Company had already called the Company Special Meeting, on August 31, 2020, Senator delivered a letter (the “Special Meeting Request Letter”) to the Company requesting that the Board call a special meeting of the Company’s stockholders in order for stockholders to consider and vote upon the replacement of the Incumbent Directors with the S/C Nominees, as well as certain items of business related to the amendment of the Company’s bylaws (the “Requested Special Meeting”).

On September 4, 2020, the Board unanimously determined that the business of the Company Special Meeting includes the business set forth by Senator in the Special Meeting Request Letter, other than a proposal set forth therein which is not a proper subject for stockholder action and a precatory proposal which was not properly made pursuant to the Company’s bylaws. As a result, the Board unanimously determined, in accordance with the Company’s bylaws, not to call the Requested Special Meeting as the business requested by Senator that was properly requested was already included in the business of the Company Special Meeting.

Also on September 4, 2020, the Company sent a letter to Senator advising it of the Board’s determinations with respect to the Special Meeting Request Letter and offering to Senator, even though not properly made by Senator, to call a special meeting solely to consider and vote on Senator’s precatory proposal requesting that the Board appoint the S/C Nominees when stockholders have already voted not to remove the Incumbent Directors or when there are not vacancies on the Board to be filled.