Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously disclosed, on November 21, 2022, AgroFresh Solutions, Inc. (the
"Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement"), with Project Cloud Holdings, LLC ("Parent") and Project Cloud
Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub will merge with
and into the Company (the "Merger"), with the Company surviving the Merger as a
subsidiary of Parent. Parent and Merger Sub are affiliates of investment funds
managed by Paine Schwartz Partners, LLC ("Paine Schwartz"). As a result of the
Merger, the Company will cease to be a publicly traded company, and investment
funds managed by Paine Schwartz will become the indirect owner of all the
Company's outstanding capital stock.
On March 30, 2023, the Company held a special meeting of stockholders (the
"Special Meeting") to consider certain proposals related to the Merger
Agreement.
As of February 23, 2023, the record date (the "Record Date") for the Special
Meeting, there were 53,717,574 shares of the Company's common stock, par value
$0.0001 per share ("Company common stock"), outstanding, each of which was
entitled to one vote on each proposal at the Special Meeting. In addition, as of
the Record Date, there were 145,046 shares of the Company's Series B Preferred
Stock, par value $0.0001 per share ("Series B Preferred Stock") outstanding,
which were entitled to vote the equivalent of 33,982,720 shares of Company
common stock. As of the Record Date, there were 51,648,242 shares of Common
Stock held by holders of shares of Company common stock, other than Paine
Schwartz Food Chain Fund VI, L.P., PSP AGFS Holdings, L.P. and their respective
affiliates (including Parent and Merger Sub), the members of the Company's board
of directors, any person that the Company has determined to be an "officer" of
the Company within the meaning of Rule 16a-1(f) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or any of their respective
"associates" or members of their "immediate family" (as such terms are defined
in Rules 12b-2 and 16a-1 of the Exchange Act) (the "Unaffiliated Stockholders").
A total of 41,694,156 shares of Company capital stock, representing
approximately 86.12% of the voting power of the outstanding shares of the
Company's capital stock entitled to vote, were present or represented by proxy
at the Special Meeting, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
1. Merger Agreement Proposal. A proposal to adopt the Merger Agreement, pursuant
to which, among other things, Merger Sub will merge with and into the Company,
with the Company surviving the Merger as a subsidiary of Parent (the "Merger
Agreement Proposal").
2. Adjournment Proposal. One or more proposals to adjourn the Special Meeting to
a later date or dates if necessary or appropriate, including adjournments to
solicit additional proxies if there are insufficient votes at the time of the
Special Meeting to approve the Merger Agreement Proposal (the "Adjournment
Proposal").
3. Merger-Related Compensation Proposal. A proposal to approve, by nonbinding,
advisory vote, certain compensation arrangements for the Company's named
executive officers in connection with the Merger (the "Merger-Related
Compensation Proposal").
Each proposal is described in detail in the Company's definitive proxy statement
filed with the Securities and Exchange Commission on March 10, 2023 and first
mailed to the Company's stockholders on March 10, 2023 (the "Proxy
Statement"). The Merger Agreement and the Merger-Related Compensation Proposal
were each approved by the requisite vote of the Company's stockholders. The
final voting results for each proposal are described below.
Proposal 1: The Merger Agreement Proposal
Approval of the Merger Agreement Proposal required the affirmative vote of (i)
the stockholders representing the majority of the aggregate voting power of the
outstanding shares of Company common stock and Series B Preferred Stock entitled
to vote on the Merger Agreement Proposal (the "majority of the outstanding
shares") and (ii) the stockholders representing a majority of the aggregate
voting power of the outstanding shares of Company common stock beneficially
owned by Unaffiliated Stockholders and entitled to vote on the Merger Agreement
Proposal (the "majority of the unaffiliated shares").
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For Against Abstain
majority of the outstanding shares 75,443,560 84,321 3,949
majority of the unaffiliated shares 39,391,508 84,321 3,949
Proposal 1 was approved for all purposes described in the Proxy Statement.
Proposal 3: The Merger-Related Compensation Proposal
Approval of the Merger-Related Compensation Proposal required the affirmative
vote of a majority of the votes cast by the stockholders present in person or by
proxy and entitled to vote on the Merger-Related Compensation Proposal.
For Against Abstain
67,574,825 7,935,527 21,478
Proposal 3 was approved.
In light of the approval of the Merger Agreement Proposal, Proposal 2 (the
Adjournment Proposal) was rendered moot and was not presented at the Special
Meeting.
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