Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 26, 2022, Meritor, Inc., an Indiana corporation ("Meritor"), held a
special meeting of shareholders (the "Special Meeting") to consider certain
proposals related to the Agreement and Plan of Merger (the "Merger Agreement"),
dated as of February 21, 2022, by and among Meritor, Cummins Inc., an Indiana
corporation ("Cummins"), and Rose NewCo Inc., an Indiana corporation and a
wholly owned subsidiary of Cummins ("Merger Sub"), pursuant to which, among
other things, Merger Sub will merge with and into Meritor (the "Merger"), with
Meritor surviving the Merger as a wholly owned subsidiary of Cummins.
As of April 11, 2022, the record date for the Special Meeting, there were
70,852,942 shares of common stock, par value $1.00 per share, of Meritor
("Common Stock") outstanding, each of which was entitled to one vote for each
proposal at the Special Meeting. At the Special Meeting, a total of 57,955,116
shares of Common Stock, representing approximately 81.79% of the outstanding
shares issued and outstanding and entitled to vote, were present virtually or by
proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
(1) the proposal to approve the Merger Agreement;
(2) the proposal to approve, on an advisory (non-binding) basis, certain
compensation that may be paid or become payable to Meritor's named executive
officers in connection with the Merger; and
(3) the proposal to approve the adjournment of the Special Meeting, if necessary
or appropriate, including to solicit additional proxies if there are
insufficient votes at the time of the Special Meeting to approve the Merger
Agreement or in the absence of a quorum.
The proposals were approved by the requisite vote of Meritor's shareholders. The
final voting results for each proposal are described below. For more
information on each of these proposals, see Meritor's definitive proxy statement
filed with the U.S. Securities and Exchange Commission (the "SEC") on April 18,
2022.
1. Proposal to approve the Merger Agreement:
For Against Abstain
57,715,055 137,525 102,536
2. Proposal to approve, on an advisory (non-binding) basis, certain compensation
that may be paid or become payable to Meritor's named executive officers in
connection with the Merger:
For Against Abstain
54,150,857 2,117,696 1,686,563
3. Proposal to approve the adjournment of the Special Meeting, if necessary or
appropriate, including to solicit additional proxies if there are insufficient
votes at the time of the Special Meeting to approve the Merger Agreement or in
the absence of a quorum:
For Against Abstain
52,419,124 3,925,037 1,610,955
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Pursuant to the terms of the Merger Agreement, the completion of the Merger
remains subject to various customary conditions, including (1) receipt of
specified regulatory approvals; (2) the absence of an enacted law, injunction or
order prohibiting the Merger; (3) the accuracy of the representations and
warranties contained in the Merger Agreement (generally subject to a material
adverse effect qualification); (4) compliance in all material respects with the
covenants and agreements in the Merger Agreement; (5) absence of an effect or
effects that have had a Company Material Adverse Effect (as defined in the
Merger Agreement) that is continuing or that would reasonably be expected to
have a Company Material Adverse Effect within a reasonable period following the
closing of the Merger; and (6) the absence of an enacted law, injunction or
order in connection with specified regulatory approvals that would require
Cummins, Meritor or any of their respective subsidiaries to take or commit to
take an action that constitutes or would reasonably be expected to result in a
Burdensome Condition (as defined in the Merger Agreement). As of the date of
this report, Meritor continues to expect to complete the Merger by the end of
calendar year 2022.
Item 8.01 Other Events.
On May 26, 2022, Meritor issued a press release announcing the preliminary
results of the Special Meeting. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated May 26, 2022.
104 Cover Page Interactive Data File - the cover page iXBRL tags are
embedded within the Inline XBRL document.
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Cautionary Language Regarding Forward-Looking Statements
This communication contains statements relating to future results of Meritor
(including certain outlooks, projections and business trends) that are
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are typically identified by words
or phrases such as "believe," "expect," "anticipate," "estimate," "should," "are
likely to be," "will" and similar expressions. Actual results may differ
materially from those projected as a result of certain risks and uncertainties,
including but not limited to the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement;
the failure to obtain certain required regulatory approvals or the failure to
satisfy any of the other closing conditions to the completion of the Merger
within the expected timeframes or at all; risks related to disruption of
management's attention from ongoing business operations due to the Merger; the
effect of the announcement of the Merger on the ability to retain and hire key
personnel and maintain relationships with customers, suppliers and others with
whom Meritor does business, or on operating results and business generally; the
ability to meet expectations regarding the timing and completion of the Merger;
risks associated with Merger-related litigation; the duration and severity of
the COVID-19 pandemic and its effects on public health, the global economy and
financial markets, as well as Meritor's industry, customers, operations,
workforce, supply chains, distribution systems and demand for its products; the
ongoing conflict between Russia and Ukraine; reliance on major OEM customers and
possible negative outcomes from contract negotiations with Meritor's major
customers, including failure to negotiate acceptable terms in contract renewal
negotiations and Meritor's ability to obtain new customers; the outcome of
actual and potential product liability, warranty and recall claims; Meritor's
ability to successfully manage rapidly changing volumes in the commercial truck
markets and work with its customers to manage demand expectations in view of
rapid changes in production levels; global economic and market cycles and
conditions; availability and sharply rising costs of raw materials, including
steel, transportation and labor, and Meritor's ability to manage or recover such
costs; technological changes in Meritor's industry as a result of the trends
toward electrified drivetrains and the integration of advanced electronics and
their impact on the demand for Meritor's products and services; Meritor's
ability to manage possible adverse effects on European markets or Meritor's
European operations, or financing arrangements related thereto in the event one
or more countries exit the European monetary union; risks inherent in operating
abroad (including foreign currency exchange rates, restrictive government
actions regarding trade, implications of foreign regulations relating to
pensions and potential disruption of production and supply due to terrorist
attacks or acts of aggression); risks related to Meritor's joint ventures; the
ability to achieve the expected benefits of strategic initiatives and
restructuring actions; Meritor's ability to successfully consummate the
acquisition of the Siemens Commercial Vehicles Bus & Truck business; Meritor's
ability to successfully integrate the products and technologies of the Siemens
Commercial Vehicles Bus & Truck business and future results of such acquisition,
including its generation of revenue and its being accretive; the demand for
commercial and specialty vehicles for which Meritor supplies products; whether
Meritor's liquidity will be affected by declining vehicle production in the
future; OEM program delays; demand for and market acceptance of new and existing
products; successful development and launch of new products; labor relations of
Meritor and Meritor's suppliers and customers, including potential disruptions
in supply of parts to Meritor's facilities or demand for Meritor's products due
to work stoppages; the financial condition of Meritor's suppliers and customers,
including potential bankruptcies; possible adverse effects of any future
suspension of normal trade credit terms by Meritor suppliers; potential
impairment of long-lived assets, including goodwill; potential adjustment of the
value of deferred tax assets; competitive product and pricing pressures; the
amount of Meritor's debt; Meritor's ability to continue to comply with covenants
in Meritor's financing agreements; Meritor's ability to access capital markets;
credit ratings of Meritor's debt; the outcome of existing and any future legal
proceedings, including any proceedings or related liabilities with respect to
environmental, asbestos-related, or other matters; rising costs of pension
benefits; possible changes in accounting rules; and other substantial costs,
risks and uncertainties, including but not limited to those detailed in
Meritor's Annual Report on Form 10-K for the year ended October 3, 2021,
Meritor's Quarterly Report on Form 10-Q for the quarter ended April 3, 2022 and
from time to time in other filings of Meritor with the SEC. These
forward-looking statements are made only as of the date hereof, and Meritor
undertakes no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise, except as
otherwise required by law.
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