Item 5.07 Submission of Matters to a Vote of Security Holders
On
As of the close of business on
The voting results for the proposals voted on at the Special Meeting are set forth below:
1. The Business Combination Proposal - To approve the Merger Agreement and the transactions contemplated thereby
For Against Abstain Broker Non-Votes 32,299,104 1,563,761 10,265 0 2. The Charter Proposals
(a) Increase of Authorized Shares; Elimination of Class F Common Stock - To increase the number of authorized shares of capital stock of the Company and eliminate the Class F common stock classification
For Against Abstain Broker Non-Votes 35,262,394 1,600,068 10,668 0
(b) Affirmative Vote Required to Amend Charter - To require an affirmative vote of holders of at least 66.67% of outstanding shares of the Company's outstanding Class A common stock to amend certain provisions of the Company's charter
For Against Abstain Broker Non-Votes 34,853,651 2,008,944 10,535 0 2
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(c) Affirmative Vote Required to Amend Bylaws - To require an affirmative vote of holders of at least 66.67% of outstanding shares of the Company's outstanding Class A common stock to amend certain provisions of the Company's bylaws
For Against Abstain Broker Non-Votes 34,853,652 2,008,994 10,484 0
(d) Election of Directors by Plurality; Filling of Newly Created Directorships or Vacancies - To provide for (i) permitting the election of directors by a plurality of votes cast and (ii) the filling of newly-created directorships or any vacancy on the board of directors by a majority vote of the remaining directors then in office
For Against Abstain Broker Non-Votes 34,767,282 2,095,150 10,484 0
(e) Removal of Directors - To provide for the removal of directors with or without cause by stockholders voting a majority of the outstanding shares of the Company's Class A common stock
For Against Abstain Broker Non-Votes 35,188,140 1,674,685 10,305 0
(f) Calling of Special Meetings - To provide special meetings may be called only by the chairman or the board of directors and that so long as certain stockholder parties beneficially own, in the aggregate, at least 30% of the total voting power of the outstanding shares of the Company's Class A common stock, a special meeting may be called for any purposes at the request of any such stockholder party
For Against Abstain Broker Non-Votes 34,754,197 2,107,304 11,629 0
(g) Classified Board of Directors - To provide for the classification of the Company's board of directors into three classes of directors with staggered three-year terms of office and to make certain related changes
For Against Abstain Broker Non-Votes 34,299,696 2,562,948 10,486 0
(h) Opt Out of Section 203 of the DGCL - To elect not to be governed by
Section 203 of the General Corporation Law of the
For Against Abstain Broker Non-Votes 34,809,959 2,052,537 10,634 0 3
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(i)
For Against Abstain Broker Non-Votes 35,235,024 1,626,021 12,085 0
(j) Elimination of Blank Check Provisions - To eliminate various provisions applicable only to blank check companies
For Against Abstain Broker Non-Votes 35,263,051 1,598,675 11,404 0
(k) Approval of Proposed Charter - Conditioned upon the approval of Proposals 2(a) through 2(j), a proposal to approve the proposed charter, which includes the approval of all other changes in the proposed charter in connection with replacing the existing charter with the proposed charter as of the closing of the Merger
For Against Abstain Broker Non-Votes 35,057,514 1,803,762 11,854 0
3. The Fortress Issuance Proposal - To approve, for purposes of complying with
applicable listing rules of the
For Against Abstain Broker Non-Votes 35,298,251 1,564,425 10,454 0
4. The Blackstone Issuance Proposal - To approve, for purposes of complying with
applicable listing rules of the
For Against Abstain Broker Non-Votes 35,298,751 1,564,025 10,354 0 4
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5. The Merger Issuance Proposal - To approve, for purposes of complying with
applicable listing rules of the
For Against Abstain Broker Non-Votes 35,299,065 1,563,711 10,354 0
6. The Incentive Plan Proposal - To consider and vote upon a proposal to approve and adopt the 2020 Omnibus Plan (as defined in the Proxy Statement)
For Against Abstain Broker Non-Votes 35,079,337 1,732,633 61,160 0
7. The Additional Forward Purchaser Issuance Proposal - To approve, for purposes
of complying with applicable listing rules of the
For Against Abstain Broker Non-Votes 30,197,997 1,477,354 3,574 0
Item 7.01 Regulation FD Disclosure
On
The information in this Item 7.01 to this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedJanuary 17, 2020 5
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