Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed, on September 9, 2021, Echo Global Logistics, Inc., a
Delaware corporation ("Echo" or the "Company"), entered into an Agreement and
Plan of Merger (the "Merger Agreement") by and among, Einstein Midco, LLC, a
Delaware limited liability company ("Parent"), Einstein Merger Sub, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and
the Company, providing for the merger of Merger Sub with and into the Company
(the "Merger") with the Company surviving the Merger as a wholly owned
subsidiary of Parent. Parent and Merger Sub are owned and controlled by funds
managed by The Jordan Company, L.P.
On November 19, 2021, Echo held a virtual special meeting of stockholders (the
"Special Meeting") to consider and vote upon several matters in connection with
the proposed acquisition of Echo by Parent by way of the Merger pursuant to the
Merger Agreement. A total of 26,630,895 shares of Echo's common stock were
entitled to vote as of the close of business of October 20, 2021, the record
date for the Special Meeting, of which a quorum of 21,503,957 shares was
virtually present in person or represented by proxy at the Special Meeting. At
this Special Meeting, holders of Echo common stock were requested to vote upon:
(1) the approval of the Merger Agreement (the "Merger Proposal"), and (2) the
approval, on an advisory and non-binding basis, of specified compensation that
may become payable to the Echo named executive officers in connection with the
Merger (the "Compensation Proposal"), such proposals are described in more
detail in the definitive proxy statement filed with the Securities and Exchange
Commission on October 21, 2021. As there were sufficient affirmative stockholder
votes at the time of the Special Meeting to approve the Merger Proposal, the
proposal to approve one or more adjournments of the Special Meeting, if
necessary and to the extent permitted by the Merger Agreement, to solicit
additional proxies if Echo had not obtained sufficient affirmative stockholder
votes at the time of the Special Meeting, was rendered moot and was not
submitted for a vote. The following actions were taken by Echo's stockholders
with respect to each of the foregoing items presented for a vote at the Special
Meeting:
Proposal 1. Echo's stockholders approved the Merger Proposal. The table below
sets forth the voting results.
FOR AGAINST ABSTAIN
21,473,945 2,874 27,138
Proposal 2. Echo's stockholders approved the Compensation Proposal. The table
below sets forth the voting results.
FOR AGAINST ABSTAIN
18,909,991 1,291,098 1,302,868
Item 8.01
On November 19, 2021, Echo issued a press release announcing the results of the
Special Meeting, a copy of which is attached hereto as Exhibits 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are included with this report:
Exhibit No. Description
99.1 Press Release of Echo dated as of November 19, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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