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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Nexeo Solutions Inc    NXEO

NEXEO SOLUTIONS INC

(NXEO)
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NEXEO SOLUTIONS, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

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02/27/2019 | 07:33am EST

Item 5.07 Submission of Matters to a Vote of Security Holders.

As previously disclosed, on September 17, 2018, Nexeo Solutions, Inc., a Delaware corporation ("Nexeo"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Univar Inc., a Delaware corporation ("Univar"), Pilates Merger Sub I Corp, a Delaware corporation and direct wholly owned Subsidiary of Univar ("Merger Sub I") and Pilates Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Univar ("Merger Sub II"). Pursuant to the Merger Agreement, (1) Merger Sub I will merge with and into Nexeo (the "Initial Merger"), with Nexeo continuing as the surviving entity and a wholly owned subsidiary of Univar, and (2) immediately following the Initial Merger, Nexeo will merge with and into Merger Sub II (the "Subsequent Merger" and, together with the Initial Merger, the "Mergers"), with Merger Sub II surviving the Subsequent Merger as a wholly owned subsidiary of Univar.

As previously announced, the completion of the Mergers is subject, among other conditions, to the delivery of written consents representing the affirmative vote or consent of holders of at least a majority of the outstanding shares of Nexeo common stock, par value $0.0001 per share (the "Shares"). The board of directors of Nexeo set January 22, 2019 as the record date (the "Record Date") for determining holders of Shares entitled to execute and deliver written consents with respect to the approval of the Merger Agreement and the Mergers. As of the close of business on the Record Date, there were 89,500,048 Shares outstanding and entitled to consent with respect to the Merger Agreement and the Mergers.

The deadline for the consent solicitation expired at 5:00 p.m. (prevailing Eastern Time), on February 26, 2019. The voting results for the following proposals is set forth below:



    1.  To approve the Mergers and adopt and approve the Merger Agreement and the
        transactions contemplated thereby were as follows:




                           FOR        AGAINST    ABSTENTIONS
                        76,703,432   4,163,974     85,550




    2.  To approve, on a nonbinding, advisory basis, certain compensation that
        will or may be paid by Nexeo to its named executive officers that is based
        on or otherwise relates to the Mergers:




                           FOR        AGAINST    ABSTENTIONS
                        74,938,910   5,756,797     267,249

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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