WAGE Wageworks Inc

On August 28, 2019, WageWorks, Inc. (“WageWorks”) held a special meeting of stockholders (the “Special Meeting”) at WageWorks’ principal executive offices in San Mateo, CA.

As of July 26, 2019, the record date for the Special Meeting, there were 40,725,017 shares of WageWorks common stock outstanding and entitled to vote. At the Special Meeting, 31,410,936 shares, or approximately 77.13% of all outstanding shares of WageWorks common stock, were present either in person or by proxy.

At the Special Meeting, three proposals were considered:

(1) The proposal to adopt the Agreement and Plan of Merger, dated as of June 26, 2019 (the “Merger Agreement”), by and among WageWorks, HealthEquity, Inc. (“Parent”), and Pacific Merger Sub Inc. (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into WageWorks, with WageWorks continuing as the surviving corporation and a wholly owned direct subsidiary of Parent (the “Merger Proposal”).

(2) The proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”).

(3) The proposal to approve, on an advisory (non-binding) basis, certain compensation that will or may become payable to the named executive officers of WageWorks in connection with the merger (the “Advisory Proposal on Certain Compensation”).

At the Special Meeting, the Merger Proposal and the Advisory Proposal on Certain Compensation were approved by stockholders. Sufficient votes were also received to approve the Adjournment Proposal, but such an adjournment was not necessary or appropriate in light of the approval of the Merger Proposal. The table below shows the final voting results from the Special Meeting.