Table of Contents

Table of Contents

Table of Contents

~~false~~UNITED ~~0001420302 0001420302 2020-03-12~~STATESSECURITIES ~~2020-03-12~~ AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES~~D.C. 20549

~~SECURITIES~~FORM ~~AND EXCHANGE COMMISSION~~8-K

~~WASHINGTON,~~CURRENT ~~D.C.~~REPORTPURSUANT ~~20549~~TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

~~FORM~~Date ~~8-K~~of Report (Date of earliest event reported): March 23, 2020

~~CURRENT~~LogMeIn, ~~REPORT~~Inc.

~~PURSUANT~~(Exact TOName ~~SECTION~~of 13Registrant ORas ~~15(d~~Specified in Charter)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~Date~~Registrant’s oftelephone ~~Report~~number, ~~(Date~~including ofarea ~~earliest event reported)~~code: ~~March 12, 2020~~(781)-638-9050

~~LogMeIn~~ (Former Name or Former Address, ~~Inc.~~if Changed Since Last Report)

~~(Exact~~Check ~~Name~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~Registrant~~the asregistrant ~~Specified~~under inany ~~Charter~~of the following provisions (see General Instruction A.2. below):

Delaware		001-34391		20-1515952
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

320 Summer Street Boston, Massachusetts		02210
(Address of principal executive offices)		(Zip Code)

Securities registered pursuant to Section 12(b) of the Act:

Registrant’s telephone number, including area code: (781)-638-9050

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	LOGM	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~Former~~§230.405 ~~Name~~of this chapter) or ~~Former~~Rule ~~Address,~~12b-2 ifof ~~Changed~~the ~~Since~~Securities ~~Last~~Exchange ~~Report~~Act of 1934 (§240.12b-2 of this chapter).

~~Check~~Emerging ~~the~~growth ~~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 (see General Instruction A.2. below):~~company ☐

☐If ~~Written~~an ~~communications~~emerging ~~pursuant~~growth tocompany, ~~Rule~~indicate ~~425~~by ~~under~~check mark if the ~~Securities~~registrant ~~Act~~has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(17a) ~~CFR~~of ~~230~~the Exchange Act.~~425)~~ ☐

☒TABLE ~~Soliciting~~OF ~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~CONTENTS

☐Item ~~Pre-commencement~~5.02. ~~communications~~Departure ~~pursuant~~of toDirectors ~~Rule~~or ~~14d-2(b)~~Certain ~~under~~Officers; ~~the~~Election ~~Exchange~~of ~~Act~~Directors; ~~(17~~Appointment ~~CFR~~of ~~240.14d-2(b))~~Certain Officers; Compensatory Arrangements of Certain Officers SIGNATURE

☐Item ~~Pre-commencement~~5.02. ~~communications~~Departure ~~pursuant~~of toDirectors ~~Rule~~or ~~13e-4(c)~~Certain ~~under~~Officers; ~~the~~Election ~~Exchange~~of ~~Act~~Directors; ~~(17~~Appointment ~~CFR~~of ~~240.13e-4(c))~~Certain Officers; Compensatory Arrangements of Certain Officers

~~Securities registered pursuant to Section 12~~(b) Departure of ~~the~~Named ~~Act:~~Executive Officer

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		LOGM		NASDAQ Global Select Market

On March 23, 2020, LogMeIn, Inc. (the “Company”) and Mr. Marc R. van Zadelhoff, the Company’s Chief Operating Officer, reached a mutual agreement on terms consistent with the Company’s past practice, whereby Mr. Van Zadelhoff’s employment with the Company will end effective as of April 10, 2020. In connection with Mr. Van Zadelhoff’s departure, it is anticipated that the Company will pay Mr. Van Zadelhoff a lump sum separation payment, less appropriate deductions and withholdings.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).SIGNATURE

~~Emerging~~Pursuant ~~growth~~to ~~company ☐~~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.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

	LOGMEIN, INC
Date: March 25, 2020	By:	/s/ Michael J. Donahue
		Michael J. Donahue
		SVP, General Counsel & Secretary

TABLE OF CONTENTS

Item 5.07. Submission of Matters to a Vote of Security Holders Item 8.01. Other Events Item 9.01. Financial Statements and Exhibits EXHIBIT INDEX SIGNATURE EX-99.1

Item 5.07. Submission of Matters to a Vote of Security Holders.

LogMeIn, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”) on March 12, 2020. Proxies for the Special Meeting were solicited in accordance with the Securities Exchange Act of 1934, as amended. At the Special Meeting, the stockholders of the Company voted on the following proposals:

I. Adoption of the Agreement and Plan of Merger, dated December 17, 2019 (as it may be amended from time to time, the “Merger Agreement”) by and among LogMeIn, Inc., a Delaware corporation, Logan Parent LLC, a Delaware limited liability company, and Logan Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Logan Parent LLC:

For		Against		Abstentions		Broker Non- Votes
36,048,777		857,406		32,688		—

II. Approval to adjourn the Special Meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes to accept the Merger Agreement at the time of the Special Meeting:

For		Against		Abstentions		Broker Non- Votes
33,808,005		3,082,985		47,881		—

III. Approval of, on a non-binding, advisory basis, certain compensation that will or may become payable to the Company’s named executive officers in connection with the transactions contemplated by the Merger Agreement:

For		Against		Abstentions		Broker Non- Votes
35,365,036		1,385,785		188,077		—

Item 8.01. Other Events.

On March 12, 2020, the Company issued a press release announcing stockholder approval of the foregoing matters at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

A list of exhibits is set forth in the Exhibit Index below and is incorporated herein by reference.

Exhibit No.		Description
	99.1	Press release entitled “Stockholders Approve LogMeIn’s Definitive Agreement to be Acquired by Affiliates of Francisco Partners and Evergreen Coast Capital” issued by the Company on March 12, 2020
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

001-34391
(Commission File Number)

20-1515952
(IRS Employer
Identification No.)

320 Summer Street

Boston, Massachusetts

(Address of principal executive offices)

(Zip Code)

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