Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
1. Proposal to adopt the Agreement and Plan of Merger, dated as of
(the "merger agreement"), by and among the Company,Red Fiber Parent LLC , aDelaware limited liability company ("Parent"), andRF Merger Sub Inc. , anOhio corporation and a wholly owned subsidiary of Parent. Set forth below are the voting results for this proposal.
Votes For Votes Against Votes Abstained Broker Non-Votes 38,220,318 137,948 64,059
0
The proposal to adopt the merger agreement received the affirmative vote of approximately 75.35% of Company common shares and 6 3/4% preferred shares (voting as a single class) entitled to vote thereon.
2. Nonbinding, advisory proposal to approve the compensation that may be paid or
become payable to the Company's named executive officers in connection with, or following, the consummation of the merger (relating only to contractual obligations of the Company in existence prior to consummation of the merger that may result in a payment to the Company's named executive officers in connection with, or following, the consummation of the merger and does not relate to any new compensation or other arrangements between the Company's named executive officers and Parent or, following the merger, the surviving corporation and its subsidiaries).
Votes For Votes Against Votes Abstained Broker Non-Votes 37,579,673 716,132 126,520
0
The nonbinding, advisory proposal to approve the compensation that may be paid or become payable to the Company's named executive officers in connection with, or following, the consummation of the merger received the affirmative vote of approximately 97.80% of Company common shares and 6 3/4% preferred shares (voting as a single class) present and entitled to vote thereon.
3. Proposal to adjourn the Special Meeting to a later date or time, if necessary
or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to adopt the merger agreement.
Votes For Votes Against Votes Abstained Broker Non-Votes 32,954,084 5,388,747 79,494
0
The proposal to adjourn the Special Meeting to a later date or time received the affirmative vote of approximately 85.94% of the votes cast by holders of Company common shares and 6 3/4% preferred shares (voting as a single class) at the Special Meeting.
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Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits. (d) Exhibits
Exhibit No. Description
99.1 Press Release, datedMay 7, 2020 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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