Item 5.07 Submission of Matters to a Vote of Security Holders.
On
For Against Abstained 52,675,185 1,232,505 94,684
Proposal 2: NIC's stockholders approved the proposal to approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to NIC's named executive officers in connection with the Merger and contemplated by the Merger Agreement. Proposal 2 was approved by the votes set forth in the table below:
For Against Abstained 50,042,288 3,339,722 620,364
Proposal 3: In connection with the Special Meeting, NIC also solicited proxies with respect to a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement. Because there were sufficient votes represented at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement, the proposal to approve one or more adjournments of the Special Meeting was moot and was not presented for approval by NIC's stockholders at the Special Meeting.
Item 8.01 Other Events.
On
2
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Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of theU.S. federal securities laws. Such statements include statements concerning anticipated future events and expectations that are not historical facts. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are typically identified by words such as "believe," "expect," "anticipate," "intend," "target," "estimate," "continue," "positions," "plan," "predict," "project," "forecast," "guidance," "goal," "objective," "prospects," "possible" or "potential," by future conditional verbs such as "assume," "will," "would," "should," "could" or "may," or by variations of such words or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the transaction, including the risks that (a) the transaction may not be consummated within the anticipated time period, or at all, and (b) other conditions to the consummation of the transaction under the Merger Agreement may not be satisfied; (2) the effects that any termination of the Merger Agreement may have on NIC or its business, including the risks that NIC's stock price may decline significantly if the transaction is not completed; (3) the effects that the announcement or pendency of the merger may have on NIC and its business, including the risks that as a result (a) NIC's business, operating results or stock price may suffer, (b) NIC's current plans and operations may be disrupted, (c) NIC's ability to retain or recruit key employees may be adversely affected, (d) NIC's business relationships (including, customers and suppliers) may be adversely affected, or (e) NIC's management's or employees' attention may be diverted from other important matters; (4) the effect of limitations that the Merger Agreement places on NIC's ability to operate its business, return capital to stockholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal proceedings, including any such proceedings related to the merger and instituted against NIC and others; (6) the risk that the merger and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory, and/or tax factors; and (8) other factors described under the heading "Risk Factors" in Part I, Item 1A of NIC's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2020 , as updated or supplemented by subsequent reports that NIC has filed or files with theU.S. Securities and Exchange Commission . Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. NIC does not assume any obligation to publicly update any forward-looking statement after it is made, whether as a result of new information, future events or otherwise, except as required by law. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, datedApril 19, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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