PZN Pzena Investment Management Inc

On October 27, 2022, Pzena Investment Management, Inc., a Delaware corporation (“Pzena” or the “Company”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 26, 2022, by and among the Company, Pzena Investment Management, LLC, a Delaware limited liability company (“PIM, LLC”), and Panda Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of PIM, LLC (“Merger Sub”), pursuant to which, among other things, the Company will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger.

As of September 16, 2022, the record date for the Special Meeting, there were 16,696,696 shares of Class A common stock, par value $0.01 per share, of the Company (“Class A Common Stock”) outstanding, and there were 56,969,703 shares of Class B common stock, par value $0.000001 per share, of the Company (“Class B Common Stock,” and together with the Class A Common Stock, “Company Common Stock”) outstanding. Each share of Class A Common Stock outstanding as of the close of business on the record date was entitled to one vote on each proposal at the Special Meeting, and each share of Class B Common Stock outstanding as the close of business on the record date was entitled to five votes on each proposal at the Special Meeting.

At the Special Meeting, a total of 13,986,767 shares of Class A Common Stock and 59,969,703 shares of Class B Common Stock, collectively representing approximately 96% of the outstanding shares entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.

At the Special Meeting, the following proposals were considered:

The proposals were approved by the requisite vote of Pzena stockholders. In particular, the Merger Agreement Proposal was approved by both (1) a majority of the total number of votes of Company Common Stock outstanding and entitled to vote on the matter and (2) a majority of the outstanding shares of Class A Common Stock not owned, directly or indirectly, by PIM, LLC, Merger Sub or any holder of Class B Common Stock and entitled to vote on the matter.

The final voting results for each proposal are described below. For more information on each of these proposals, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 27, 2022.

Pursuant to the terms of the Merger Agreement, the completion of the Merger remains subject to various customary conditions, including (1) the absence of any law, injunction or similar order that prohibits or makes illegal the consummation of the Merger; (2) the accuracy of the representations and warranties contained in the Merger Agreement (subject to certain materiality standards); (3) the performance and compliance in all material respects with the covenants and agreements in the Merger Agreement; and (4) the absence of any effect that, individually or in the aggregate, has had a Company Material Adverse Effect (as defined in the Merger Agreement) that is continuing in effect or is reasonably likely to result in a Company Material Adverse Effect. As of the date of this report, the Company expects to complete the Merger on October 31, 2022.