UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) ~~October~~November 152, 2021

QAD Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35013	77-0105228
(State or other jurisdiction	(Commission	(IRS Employer Identification Number)
of incorporation)	File Number)

100 Innovation Place, Santa Barbara, California	93108
(Address of principal executive offices)	(Zip code)

Registrant's telephone number, including area code (805) 566-6000

Check the 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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~x Soliciting~~¨ 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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	QADA	NASDAQ Global Select Market
Class B Common Stock, $0.001 par value	QADB	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 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

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. ¨

Item 5.07. ~~Submission~~SUBMISSION ofOF ~~Matters~~MATTERS toTO aA ~~Vote~~VOTE ofOF ~~Security~~SECURITY ~~Holders~~HOLDERS.

On ~~October~~ 15November 2, 2021 ~~at 8:00 a.m. California Time~~, QAD Inc. (~~“QAD” or~~ the “Company”) reconvened ~~convened~~the ~~and~~special ~~then~~meeting ~~adjourned, without~~of ~~conducting~~stockholders ~~any~~which ~~business~~was ~~other~~adjourned ~~than~~on ~~as described below~~October 15, ~~the~~2021 ~~special meeting of stockholders~~ (the “Special Meeting”) to beconsider ~~held~~certain inproposals ~~connection~~related ~~with~~to the ~~previously~~Agreement ~~announced~~and ~~proposed~~Plan ~~merger~~ of ~~Project Quick~~ Merger ~~Sub~~, ~~Inc.~~dated ~~with~~as ~~and~~of ~~into~~June 27, 2021 (the ~~Company,~~“Merger ~~with~~Agreement”), ~~the~~by ~~Company~~and ~~surviving~~among the ~~merger~~Company, asQAD aParent, ~~direct~~LLC, ~~wholly~~a ~~owned~~Delaware ~~subsidiary~~limited ofliability company (f/k/a Project Quick Parent, LLC) (“Parent”)~~, pursuant to~~ ~~that certain Agreement~~ and ~~Plan~~Project ofQuick Merger, ~~dated June 27~~Sub, ~~2021 (“Merger Agreement”) (such transaction~~ Inc., ~~the~~a ~~“Merger”), until~~Delaware ~~Tuesday,~~corporation ~~November~~and ~~2, 2021 at 8:00~~ a~~.m.~~ ~~California~~direct ~~Time~~wholly atowned ~~the~~subsidiary ~~QAD~~of ~~corporate~~Parent ~~headquarters~~(“Merger ~~located at 100 Innovation Place~~Sub”), ~~Santa~~ ~~Barbara~~which provides, CAsubject ~~93108. The only proposal submitted~~ to ~~a vote of~~ the ~~stockholders~~satisfaction ~~was~~or ~~the~~waiver ~~approval~~ of ~~the~~certain ~~adjournment~~conditions, ofthat ~~the~~Merger ~~Special~~Sub ~~Meeting to~~will amerge ~~later date. The adjournment proposal is described in detail in QAD’s definitive proxy statement filed~~ with ~~the U.S. Securities~~ and ~~Exchange~~into ~~Commission~~the Company (the “~~SEC~~Merger”) ~~and mailed to stockholders on September 9, 2021 (supplemented on September 27, 2021 and October 12, 2021)~~.

As of ~~the close~~ of ~~business on~~ September 7, 2021, the record date for the Special Meeting ~~(the “Record Date”)~~, there were 17,662,585 shares of ~~Class~~the Company’s Class A ~~common~~Common ~~stock~~Stock, par value $0.001 per share (the “Class A Common Stock”), and 3,344,775 shares of ~~Class~~the Company’s Class B ~~common stock~~Common Stock, par value $0.001 per share (the “Class B Common Stock”), ~~outstanding.~~and ~~Each~~together ~~record~~with ~~holder~~the of Class A Common Stock, isthe ~~entitled~~“Shares”) tooutstanding. ~~1/20th~~At ofthe ~~one~~Special ~~vote~~Meeting, ~~for~~a ~~each~~total ~~share~~ of ~~Class~~18,486,129 AShares, ~~Common~~equivalent ~~Stock~~to ~~owned~~3,901,208 ofvotes, ~~record~~representing onapproximately 87.99% of the ~~Record~~outstanding ~~Date~~Shares ~~and~~entitled ~~each~~to ~~record~~vote, ~~holder~~equivalent to approximately 92.27% of ~~Class~~the Bvoting ~~Common Stock~~power isof the outstanding Shares entitled to ~~one (1)~~ vote, ~~for~~were ~~each~~present ~~share~~in ofperson ~~Class~~or Bby ~~Common~~proxy, ~~Stock~~constituting ~~owned~~a ofquorum ~~record~~to onconduct ~~the Record Date~~business.

~~The~~At ~~stockholders approved~~ the ~~adjournment~~Special ~~proposal by~~Meeting, the ~~votes~~following ~~set~~proposals were ~~forth below~~considered:

For		Against		Abstain		Broker Non-Votes
3,611,750		134,717		949		0

(1)

Merger Agreement Proposal. The proposal to approve and adopt the Merger Agreement, and approve the transactions contemplated thereby, including the Merger.

~~Item~~(2) 8Golden Parachute Proposal.01 ~~Other~~The ~~Events~~non-binding, advisory proposal to approve certain compensation arrangements for the Company’s named executive officers in connection with the Merger.

(3) Adjournment Proposal. The ~~information~~ ~~included~~proposal into ~~Item~~approve ~~5.07~~one ofor ~~this~~more ~~Current~~proposals ~~Report~~to onadjourn ~~Form~~the ~~8-K~~Special isMeeting, ~~hereby~~if ~~incorporated~~necessary byor ~~reference~~appropriate, ~~into~~including ~~this~~adjournments ~~Item~~to 8solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal.~~01.~~

~~Important~~For more information ~~for~~on ~~investors~~each of these proposals, see the Company’s definitive proxy statement filed with the U.S. Securities and ~~stockholders~~Exchange Commission on September 9, 2021 (supplemented on September 27, 2021 and October 12, 2021).

~~This~~Approval ~~communication is being made in respect~~ of the Merger ~~involving~~Agreement Proposal required the ~~Company~~affirmative ~~and~~vote ~~Parent,~~of anholders ~~affiliate~~ of ~~Thoma~~(i) a ~~Bravo,~~majority ~~L.P.~~of ~~In connection with~~ the ~~Merger,~~voting ~~the~~power ~~Company~~of ~~filed~~all aoutstanding ~~definitive proxy~~Shares ~~statement~~entitled onto ~~September 9~~vote, ~~2021~~voting ~~with~~as ~~the~~a ~~SEC and intends to file any additional relevant materials with the SEC. Promptly after filing~~single ~~its definitive proxy statement with the SEC~~class, ~~the Company mailed the definitive proxy statement~~ and (ii) a ~~proxy~~majority ~~card to each stockholder~~ of ~~the~~ ~~Company entitled to vote at~~ the ~~special~~voting ~~meeting~~power ~~relating~~of toall ~~the~~outstanding ~~Merger.~~Shares, ~~This~~voting ~~communication~~as ~~is not~~ a ~~substitute~~single ~~for~~class, ~~the proxy statement or any other document~~ that ~~the~~are ~~Company~~not ~~may~~owned, ~~file with the SEC~~ beneficially or ~~send~~of torecord, ~~its~~by ~~stockholders~~Pamela ~~in connection with the Merger~~M. ~~The~~Lopker, ~~materials filed and to be filed by~~ the Company ~~will be made available to the Company~~’s ~~investors~~founder and ~~stockholders~~President, ~~at no expense to them~~ and ~~copies~~ ~~may~~certain beentities ~~obtained~~affiliated ~~free~~with ~~of charge on the Company’s website at www~~Ms.~~qad.com.~~ Lopker ~~In addition, all of those materials will be~~(together ~~available~~with ~~at no charge on the SEC’s website at www~~Ms.~~sec.gov.~~ Lopker, ~~Investors and stockholders of~~ the ~~Company~~“Lopker ~~are~~Entities”), ~~urged~~their torespective ~~read~~affiliates, ~~the proxy~~or ~~statement and the other relevant materials when they become available before making~~ any ~~voting~~executive officer or ~~investment~~director ~~decision with respect~~of to the ~~Merger because they contain important information about the~~ Company ~~and the Merger~~.

~~The~~Approval ~~Company and its directors, executive officers, other members~~ of ~~its management and employees may be deemed to be participants in~~ the ~~solicitation~~Golden ofParachute ~~proxies~~Proposal ~~of the Company stockholders~~required ~~in connection with~~ the ~~Merger~~affirmative ~~under~~vote ~~SEC~~of ~~rules.~~a ~~Investors~~majority ~~and stockholders may obtain more detailed information regarding the names, affiliations and interests~~ of the ~~Company’s~~Shares ~~executive~~present ~~officers and directors~~ in ~~the~~person ~~solicitation~~or represented by ~~reading the Company’s definitive~~ proxy ~~statement~~ ~~and~~at ~~other relevant materials that will be filed with~~ the ~~SEC~~Special inMeeting ~~connection~~and ~~with~~entitled the Merger when they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, is set forth in the definitive proxy statement relating to ~~the Merger~~vote thereon.

~~Forward-looking~~Approval ~~statements~~of the Adjournment Proposal required the affirmative vote of a majority of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote thereon, whether or not a quorum is present.

~~All~~For ~~statements~~each and assumptions in this communication that do not directly and exclusively relate to historical facts could be deemed “forward-looking statements.” Forward-looking statements are often identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “may,” “could,” “should,” “forecast,” “goal,” “intends,” “objective,” “plans,” “projects,” “strategy,” “target” and “will” and similar words and terms or variations of such. These statements represent current intentions, expectations, beliefs or projections, and no assurance can be given that the ~~results~~Merger ~~described~~Agreement ~~in such statements will be achieved. Forward-looking statements include~~Proposal, ~~among~~the ~~other~~Golden ~~things,~~Parachute ~~statements~~Proposal ~~about the potential benefits of the Merger; the prospective performance~~ and ~~outlook of~~ the ~~Company’s~~Adjournment ~~business~~Proposal, ~~performance~~ ~~and~~holders ~~opportunities; the ability~~ of ~~the~~Class A ~~parties~~Common toStock ~~complete the Merger~~ and ~~the~~Class B ~~expected~~Common ~~timing~~Stock ofvoted ~~completion of the Merger;~~together as ~~well~~a assingle ~~any assumptions underlying any of the foregoing~~class. ~~Such~~Each ~~statements~~record ~~are~~holder ~~subject to numerous assumptions, risks, uncertainties and other factors that could cause actual results to differ materially from those described in such statements, many~~ of ~~which~~Class A ~~are~~Common ~~outside of~~Stock ~~the~~was ~~Company’s~~entitled ~~control. Important factors that could cause actual results~~ to ~~differ~~1/20th ~~materially from those described in forward-looking statements include, but are not limited to, (i) the ability to obtain the requisite approval from stockholders~~ of the ~~Company,~~vote ~~(ii) uncertainties as to the timing of the Merger; (iii) the risk that the Merger may not be completed in a timely manner or at all; (iv) the possibility that competing offers or acquisition proposals~~ for ~~the~~each ~~Company~~share ~~will be made; (v) the possibility that any or all~~ of ~~the various conditions~~Class A toCommon ~~the~~Stock ~~consummation~~owned of ~~the~~record Merger may not be satisfied or waived; (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances that would require the Company to pay a Company Termination Fee or other expenses; (vii) the effect of the pendency of the Merger on the ~~Company’s~~record ~~ability~~date ~~to retain~~ and ~~hire~~each ~~key personnel,~~holder its ability to maintain relationships with its customers, suppliers and others with whom it does business, its business generally or its stock price; (viii) risks related to diverting management’s attention from the Company’s ongoing business operations; (ix) various risks related to health epidemics, pandemics and similar outbreaks, such as the COVID-19 pandemic, which may have material adverse effects on the Company’s business, financial position, results of ~~operations~~Class B ~~and/or~~Common ~~cash~~Stock ~~flows;~~was ~~(x)~~entitled ~~adverse economic, market or geo-political conditions that may disrupt the Company’s business and cloud service offerings, including defects and disruptions in the Company’s services, ability~~ to ~~properly~~one ~~manage cloud service offerings, reliance on third party hosting and other service providers, and exposure to liability and loss from security breaches;~~ (xi1) vote ~~uncertainties as to demand~~ for ~~the Company’s products,~~each ~~including~~share ~~cloud service, licenses, services and maintenance; (xii) the possibility~~ of ~~pressure~~Class B toCommon ~~make~~stock ~~concessions~~owned ~~on pricing and changes in the Company’s pricing models; (xiii) risks related to the protection~~ of ~~the~~record ~~Company’s intellectual property; (xiv) changes in the Company’s dependence~~ on ~~third party suppliers and other third party relationships, including sales, services and marketing channels; (xv) changes in~~ the ~~Company’s~~record revenue, earnings, operating expenses and margins; (xvi) the reliability of the Company’s financial forecasts and estimates of the costs and benefits of transactions; (xvii) the Company’s ability to leverage changes in technology; (xviii) risks related to defects in the Company’s software products and services; (xix) changes in third party opinions about the Company; (xx) changes in competition in the Company’s industry; (xxi) delays in sales; (xxii) timely and effective integration of newly acquired businesses; (xxiii) changes in economic conditions in the Company’s vertical markets and worldwide; (xxiv) fluctuations in exchange rates; and (xxv) other factors as set forth from time to time in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended January 31, 2021, as may be updated or supplemented by any subsequent Quarterly Reports on Form 10-Q or other filings with the SEC. Readers are cautioned not to place undue reliance on such statements which speak only as of the date ~~they are made~~. The Company does not undertake any obligation to update or release any revisions to any forward-looking statement or to report any events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events except as required by law.

~~SIGNATURES~~All three proposals were approved by the requisite vote of the Company’s stockholders. The final voting results for each proposal are described below.

~~Pursuant to the requirements~~(1) ofMerger ~~the~~Agreement ~~Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Proposal:

Date:	October 15, 2021	QAD INC.
		By:	/s/ Daniel Lender
			Name: Daniel Lender
			Title: Chief Financial Officer

The total number of the votes (based on the voting power of Shares entitled to vote) with respect to the Merger Agreement Proposal were as follows:

		For		Against		Abstain
		3,819,437		80,682		1,089

The total number of votes (based on the voting power of Shares, not owned, beneficially or of record, by the Lopker Entities, their respective affiliates, or any executive officer or director of the Company, entitled to vote) with respect to the Merger Agreement Proposal were follows:

		For		Against		Abstain
		844,891		80,682		1,089

(2) Golden Parachute Proposal:

The total number of the votes (based on the voting power of Shares entitled to vote) with respect to the Golden Parachute Proposal were as follows:

		For		Against		Abstain
		3,377,767		482,591		40,850

(3) Adjournment Proposal:

The total number of the votes (based on the voting power of Shares entitled to vote) with respect to the Adjournment Proposal were as follows:

		For		Against		Abstain
		3,696,478		202,246		2,484

Because the Merger Agreement Proposal was adopted by the requisite vote, no adjournment to solicit additional proxies was necessary.

Item 8.01. OTHER EVENTS.

On November 2, 2021, the Company issued a press release (the “Press Release”) announcing the preliminary results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Press Release, dated November 2, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

Date:	November 2, 2021	QAD INC.

		By:	/s/ Daniel Lender
			Name: Daniel Lender
			Title: Chief Financial Officer

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