DIAD HLDG Item 5.07 Submission of Matters to a Vote of Security Holders
As previously announced, on
As of the close of business on
12,824,239 shares of DHHC Common Stock were represented in person or by proxy at the Special Meeting, and, therefore, a quorum was present.
Proposals 1, 2, 3, 4, 5, and 6 set forth below were approved. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below:
Proposal 1: To approve and adopt the Business Combination Agreement and approve the transactions contemplated thereby (the "Business Combination Proposal"). The voting results for the Business Combination Proposal were as follows:
For Against Abstain
12,793,642 29,597 1,000
Proposal 2: To adopt the Amended and Restated Certificate of Incorporation of DHHC (the "Charter Approval Proposal"). The voting results for the Charter Approval Proposal were as follows:
For Against Abstain
12,791,329 31,907 1,003
Proposal 3: To consider and vote upon, on a non-binding advisory basis, the
material differences between the Proposed Charter and the Certificate of
Incorporation of the Company as separate proposals in accordance with
For Against Abstain
12,793,232 30,007 1,000
Proposal 4: To elect ten directors to serve on the board of directors of DHHC following the consummation of the Business Combination until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (the "Director Election Proposal"). The voting results for the Director Election Proposal were as follows:
Michael Bayles (Class I) For Withheld
12,820,731 3,508
Eric S. Bland (Class I) For Withheld
12,821,141 3,098
James P. Clements (Class I) For Withheld
12,821,141 3,098
Michael Nieri (Class I) For Withheld
12,820,735 3,504
Robert Dozier (Class II) For Withheld
12,821,145 3,094
Alan Levine (Class II) For Withheld
12,821,141 3,098
Tom O'Grady (Class II) For Withheld
12,820,731 3,508
James Enoch (Class III) For Withheld
12,821,141 3,098
Nikki R. Haley (Class III) For Withheld
12,820,145 4,094
David T. Hamamoto (Class III) For Withheld
12,794,228 3,001
Proposal 5: To approve, for purposes of complying with applicable NASDAQ listing rules: (i) the issuance of UHG Class A Common Shares, which will carry one vote per share, and UHG Class B Common Shares, which will carry two votes per share, to GSH equityholders pursuant to the Business Combination Agreement; and (ii) the issuance of UHG Class A Common Shares pursuant to the conversion of Founder Shares (the "NASDAQ Proposal"). The voting results for the NASDAQ Proposal were as follows:
For Against Abstain
12,791,642 31,596 1,000
Proposal 6: To approve and adopt the
For Against Abstain
12,793,232 30,006 1,000
Stockholders holding 109,426 shares of Class A common stock (after giving effect
to withdrawals of redemptions) exercised their right to redeem such shares for a
pro rata portion of the funds in the Trust Account. As a result, approximately
FORWARD-LOOKING STATEMENTS
Certain statements, estimates, targets and projections in this Current Report on Form 8-K may be considered forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between DHHC and GSH. Forward looking statements generally relate to future events or involving, or future performance of, DHHC or GSH. For example, statements regarding anticipated growth in the industry in which GSH operates and anticipated growth in demand for GSH's products, projections of GSH's future financial results and other metrics, the satisfaction of closing conditions to the proposed transaction between DHHC and GSH and the timing of the completion of the proposed transaction are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "pro forma", "may", "should", "could", "might", "plan", "possible", "project", "strive", "budget", "forecast", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by DHHC and its management, and GSH and its
management, as the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations include, but are
not limited to: (i) the risk that the proposed transaction may not be completed
in a timely manner or at all, which may adversely affect the price of DHHC's
securities; (ii) the risk that the proposed transaction may not be completed by
DHHC's business combination deadline; (iii) the lack of a third party valuation
in determining whether or not to pursue the proposed transaction; (iv) the
amount of the costs, fees, expenses and other charges related to the proposed
transaction; (v) the outcome of any legal proceedings that may be instituted
against DHHC, GSH, the combined company or others following the announcement of
the Business Combination Agreement relating to the proposed transaction, the
ancillary agreements contemplated thereby and the transactions contemplated
thereby; (vi) the inability to complete the proposed transaction due to DHHC's
or GSH's failure to satisfy conditions to closing; (vii) the risk that DHHC will
not be able to raise third-party financing to meet the Minimum Cash Condition;
(viii) changes to the proposed structure of the proposed transaction that may be
required or appropriate as a result of applicable laws or regulations; (ix) the
ability to meet stock exchange listing standards following the consummation of
the proposed transaction; (x) the risk that the proposed transaction disrupts
current plans and operations of GSH or diverts management's attention from GSH's
ongoing business; (xi) the ability to recognize the anticipated benefits of the
proposed transaction, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably, and
maintain relationships with customers and suppliers; (xii) costs related to the
proposed transaction; (xiii) changes in applicable laws or regulations;
(xiv) the possibility that GSH or the combined company may be adversely affected
by other economic, business, regulatory, and/or competitive factors such as
rising interest rates or an economic downturn; (xv) GSH's estimates of expenses
and profitability; (xvi) the evolution of the markets in which GSH competes;
(xvii) the ability of GSH to implement its strategic initiatives; and
(xviii) other risks and uncertainties set forth in the section entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in DHHC's
Annual Report on Form 10-K for the year ended
Readers are cautioned not to put undue reliance on forward-looking statements, and DHHC and GSH assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither DHHC nor GSH gives any assurance that either DHHC or GSH will achieve its expectations. The inclusion of any statement in this communication does not constitute an admission by DHHC or GSH or any other person that the events or circumstances described in such statement are material.
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