LANA HLDG Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. To consider and vote upon a proposal to approve and adopt the Agreement and
Plan of Merger, dated as of January 24, 2021 (as the same may be amended from
time to time, the "Merger Agreement"), by and among Landcadia, Helios Sun
Merger Sub, Inc. , a wholly-owned subsidiary of the Company and a Delaware
limited liability company ("Merger Sub"), HMAN Group Holdings Inc. , a
Delaware corporation ("Hillman Holdco"), and CCMP Sellers' Representative,
LLC , solely in its capacity as representative of the stockholders of Hillman
Holdco , pursuant to which Merger Sub will merge with and into Hillman Holdco,
with Hillman Holdco surviving the merger as a wholly owned subsidiary of the
Company (the "Merger"). The combined company following the closing is
referred to as Hillman Solutions Corp. (the "Post-Combination Company ") (such
proposal the "Business Combination Proposal"):
Votes For Votes Against Abstentions Broker Non-Votes
51,503,549 2,573 7,630 0
2. To consider and vote upon a proposal to approve and adopt, assuming the other
condition precedent proposals are approved and adopted, the third amended and
restated certificate of incorporation of the Company (the "Proposed
Charter"), which, if approved, would take effect upon the closing of the
business combination (the "Closing") (such proposal the "Charter Proposal"):
:
Votes For Votes Against Abstentions Broker Non-Votes
43,567,741 7,937,381 8,630 0
To consider and vote upon separate proposals to approve, on a non-binding
advisory basis, the following certain differences between the Proposed Charter
and the Current Charter, which are being presented separately, in accordance
with the requirements of the
3. To provide that amendments to the proposed charter will require the
affirmative vote of the holders of at least 66% in voting power of the
outstanding common stock of the combined company to amend certain provisions
of the Proposed Charter as follows: Article FIFTH, which addresses amending
or addressing the number, election, terms and removal of the classified board
structure and any directors thereof; Article SIXTH, which addresses
requirements relating to the amendment of our Bylaws; Article SEVENTH,
Section 7.1, which addresses the requirement that special meetings be called
only by the New Hillman Board; Article SEVENTH, Section 7.3, which addresses
the requirement that stockholders take action at a meeting rather than by
written consent; Article EIGHTH, which addresses the limitation on personal
liability for a director's breach of fiduciary duty and ability to indemnify,
and advance expenses to, any person made or threatened to be made a party to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that the person is or was a director,
officer, employee or agent of the Company or any predecessor of the combined
company or is or was serving at the request of the combined company as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise; Article NINTH, which addresses the
specification that certain transactions are not "corporate opportunities";
Article TENTH, which addresses the election not to be governed by DGCL
Section 203 and inclusion of a provision substantially similar to DGCL 203;
and Article ELEVENTH, which addresses requirements to amend, alter, change or
repeal certain provisions of the Proposed Charter (such proposal the
"Advisory Charter Proposal A"):
Votes For Votes Against Abstentions Broker Non-Votes
34,544,960 16,960,077 8,715 0
4. To provide for the approval by the affirmative vote of the holders of at
least 66% in voting power of the then outstanding shares of common stock of
New Hillman for stockholders to adopt, amend, alter or repeal the bylaws of
New Hillman (such proposal the "Advisory Charter Proposal B"):
Votes For Votes Against Abstentions Broker Non-Votes
34,547,330 16,958,667 7,755 0
5. To provide for the approval by the affirmative vote of the holders of at
least 66% in voting power of the then outstanding shares of common stock of
New Hillman to remove a director from office (such proposal the "Advisory
Charter Proposal C"):
Votes For Votes Against Abstentions Broker Non-Votes 37,649,871 13,856,126 7,755
0
6. To provide that Section 203 of the Delaware General Corporation Law, which
governs business combinations between the Company and certain interested
stockholders, does not apply to the Company and, instead, include a provision
in the Proposed Charter that is substantially similar to Section 203 of the
DGCL, but excludes from the definition of "interested stockholder" (A) the
investment funds affiliated with CCMP Capital Advisors, LP and their
respective successors, Transferees and Affiliates (each as defined in the
Proposed Charter) (the "Sponsor Holders") because such stockholders currently
hold voting power of Hillman Holdco in excess of, and immediately following
the Business Combination these parties will hold voting power of the combined
company in excess of, the 15% threshold under Section 203, and (B) any person
whose ownership of shares in excess of the 15% threshold is the result of any
action taken solely by the combined company. Upon consummation of the
Business Combination, the Sponsor Holders will become "interested
stockholders" within the meaning of Section 203 of the DGCL, but will not be
subject to the restrictions on business combinations set forth in Section
203, as our Board approved the Business Combination in which such
stockholders became interested stockholders prior to such time they became
interested stockholders (such proposal the "Advisory Charter Proposal D"):
Votes For Votes Against Abstentions Broker Non-Votes
42,982,564 8,522,624 8,564 0
7. To increase the total number of authorized shares of common stock to
500,000,000 and 1,000,000 shares of preferred stock. As part of the
transactions contemplated by the Merger Agreement and in accordance with the
Current Charter, all Landcadia Class B common stock will be automatically
converted on a one-for-one basis into shares of Landcadia Class A common
stock, and all shares of Landcadia Class A common stock will be renamed as
"common stock" for all purposes under the Proposed Charter (such proposal the
"Advisory Charter Proposal E"):
Votes For Votes Against Abstentions Broker Non-Votes
51,399,410 105,377 8,965 0
8. To provide that New Hillman will renounce any interest or expectancy in, or
in being offered an opportunity to participate in, any business opportunities
that are from time to time available to CCMP Capital Advisors, LP , the
investment funds affiliated with CCMP Capital Advisors, LP or their
respective successors, Transferees, and Affiliates (each as defined in the
Proposed Charter) (other than New Hillman and its subsidiaries) or any of
their respective partners, principals, directors, officers, members,
managers, equity holders and/or employees, including any who serve as
officers or directors of New Hillman (such proposal the "Advisory Charter
Proposal F"):
Votes For Votes Against Abstentions Broker Non-Votes
42,983,358 8,519,424 10,970 0
9. Advisory Charter Proposal G - To prohibit stockholder action by written
consent by specifying that any action required or permitted to be taken by
stockholders must be effected by a duly called annual or special meeting and
may not be effected by written consent (such proposal the "Advisory Charter
Proposal G"):
Votes For Votes Against Abstentions Broker Non-Votes
37,609,332 13,887,160 17,260 0
10. To consider and vote upon a proposal to approve, assuming the business
combination proposal and the charter amendment proposal are approved and
adopted, for the purposes of complying with applicable Nasdaq listing rules,
the issuance of (x) shares of New Hillman common stock pursuant to the terms
of the Merger Agreement, and (y) shares of Landcadia Class A common stock to
certain institutional investors including JFG Sponsor (collectively, the
"PIPE Investors ") in connection with the Private Placement (such proposal the
"Stock Issuance Proposal"):
Votes For Votes Against Abstentions Broker Non-Votes
51,498,399 5,520 9,833 0
11. To consider and vote upon a proposal to approve, assuming the other condition
precedent proposals are approved and adopted, the Hillman Solutions Corp.
2021 Equity Incentive Plan (such proposal the "Incentive Plan Proposal"):
Votes For Votes Against Abstentions Broker Non-Votes
49,716,797 1,746,976 49,979 0
12. To consider and vote upon a proposal to approve, assuming the condition
precedent proposals are approved and adopted, the Hillman Solutions Corp.
2021 Employee Stock Purchase Plan (the "ESPP") (the "ESPP Proposal"):
Votes For Votes Against Abstentions Broker Non-Votes
51,453,316 11,463 48,973 0
13. To consider and vote upon a proposal to elect, assuming the other condition
precedent proposals are approved and adopted, ten directors, comprising three
directors to serve as Class I directors, three directors to serve as Class II
directors and four directors to serve as Class III directors, in each case to
serve on New Hillman's board of directors for a term expiring at the annual
meeting of stockholders to be held in, respectively, 2022 in the case of
Class I directors, 2023 in the case of Class II directors and 2024 in the
case of Class III directors, or until such director's successor has been duly
elected and qualified, or until such director's earlier death, resignation,
retirement or removal (the "Director Election Proposal"):
Nominee Votes For Votes Withheld Broker Non-Votes
Douglas Cahill (Class I) 50,191,614 1,322,138 0
Joseph Scharfenberger (Class I) 50,985,526 528,226 0
Richard Zannino (Class I) 50,951,660 562,092 0
Aaron Jagdfeld (Class II) 51,409,655 104,097 0
David Owens (Class II) 51,411,656 102,096 0
Philip Woodlief (Class II) 51,409,125 104,627 0
Diana Dowling (Class III) 51,410,017 103,735 0
John Swygert (Class III) 51,409,812 103,940 0
Daniel O'Leary (Class III) 51,411,312 102,440 0
Teresa Gendron (Class III) 50,191,308 1,322,444 0© Edgar Online, source
