According to the Complaint, the Ultimate Software Group, Inc. provides, develops and sells cloud-based human capital management solutions to companies in the United States and internationally. Its UltiPro software solution delivers the functionality businesses use to manage the employee life cycle from recruitment to retirement.

On February 4, 2019, Defendants announced that the Board caused the Company to enter into an agreement and plan of merger (“Merger Agreement”), pursuant to which Ultimate Software shareholders will receive $331.50 in cash for each share of Company stock they own (“Merger Consideration”).

The Complaint alleges that on March 11, 2019, in order to convince Ultimate Software shareholders to vote in favor of the Proposed Transaction, the Board authorized the filing of a materially incomplete and misleading Preliminary Proxy Statement on Schedule 14A with the Securities and Exchange Commission, in violation of Sections 14(a) and 20(a) of the Exchange Act.

This case was voluntarily dismissed on May 9, 2019.