A Dark Vector Cognition product

Item 9B. Other Information

2K characters. Original on sec.gov · Markdown

Item 9B. Other Information

On December 30, 2020, Devon held a special meeting of stockholders (the “Meeting”) to consider and approve the issuance of shares of Devon common stock in the Merger (the “Stock Issuance”). More than 70% of the outstanding shares of Devon common stock were present at the Meeting, and over 99% of the votes cast were in favor of approval of the Stock Issuance. During the weeks following the closing of the Merger, Devon learned that several stockholders had received their proxy materials for the Meeting after the date of the Meeting. Upon investigation, Devon learned that, while the electronic distribution of proxy materials to stockholders had been timely completed, certain stockholders who were to receive proxy materials by mail had not timely received those materials. The company retained by Devon to process and distribute proxy materials for the Meeting has indicated that, contrary to prior communication on the subject, certain of the proxy materials were not timely delivered to the U.S. Postal Service, resulting in late delivery of such proxy materials to the holders of less than 15% of the outstanding shares of Devon common stock, including record holders of approximately 0.55% of the outstanding

Index to Financial Statements

shares. In light of Devon’s good faith belief that the proxy materials had been mailed, the overwhelming vote by the Devon stockholders in favor of approval of the Stock Issuance proposal at the Meeting, which approval could not have been altered by the votes of the affected stockholders, and the closing of the Merger and other significant actions taken in reliance upon the approval of the Stock Issuance at the Meeting, Devon is filing an application with the Delaware Chancery Court under Section 205 of the Delaware General Corporation Law seeking an order confirming the validity of the Meeting and the notice of meeting issued in connection therewith.

Index to Financial Statements

PART III

Previous: Item 9A. Controls and Procedures · Next: Item 10. Directors, Executive Officers and Corporate Governance