Item 5.07. Submission of Matters to a Vote of Security Holders
On November 20, 2020, a special meeting of stockholders (the "Special Meeting")
of HC2 Holdings, Inc. (the "Company") was held to vote on the proposals
described in the definitive proxy statement, filed with the U.S. Securities and
Exchange Commission (the "SEC") on October 19, 2020 (the "Proxy Statement"). The
final voting results for each of the matters submitted to a vote of stockholders
at the Special Meeting are as follows:
Proposal 1: Approval of an Amendment to the Company's Second Amended and
Restated Certificate of Incorporation, as Amended, to Increase the
Number of Authorized Shares of Common Stock to 160,000,000
The holders of the shares of the Company's common stock, par value $0.001 per
share (the "Common Stock"), shares of the Company's Series A Convertible
Participating Preferred Stock, par value $0.001 per share (the "Series A
Preferred Stock") and Series A-2 Convertible Participating Preferred Stock, par
value $0.001 per share (the "Series A-2 Preferred Stock" and, together with the
Series A Preferred Stock, the "Voting Preferred Stock"), voting as a single
class and with the Voting Preferred Stock voting on an as-converted basis, voted
to approve an amendment to the Company's Second Amended and Restated Certificate
of Incorporation, as amended, to increase the number of authorized shares of
Common Stock to 160,000,000 shares. The results of the vote were as follows:
For Against Abstain
29,743,140 1,503,554 65,185
Proposal 2: Approval of the Conversion of 35,000 Shares of Series B Preferred
Stock into Common Stock in Connection with the Rights Offering
The holders of the Common Stock and the Voting Preferred Stock, voting as a
single class and with the Voting Preferred Stock voting on an as-converted
basis, voted to approve the conversion of up to 35,000 shares of the Company's
Series B Non-Voting Convertible Participating Preferred Stock, par value $0.001
per share (the "Series B Preferred Stock") into Common Stock in connection with
the Rights Offering (as defined in the Proxy Statement and the prospectus
supplement, filed with the SEC on October 7, 2020), to the extent that the
issuance of Common Stock upon conversion of such shares of the Series B
Preferred Stock requires approval under the rules and regulations of the New
York Stock Exchange. The results of the vote were as follows:
For Against Abstain
29,865,165 1,416,192 30,522
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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