Item 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On
As of
At the Special Meeting, the following proposals were considered:
(1) Merger Agreement Proposal. The proposal to approve and adopt the Merger Agreement, and approve the transactions contemplated thereby, including the Merger. (2) Golden Parachute Proposal. The non-binding, advisory proposal to approve certain compensation arrangements for the Company's named executive officers in connection with the Merger. (3) Adjournment Proposal. The proposal to approve one or more proposals to adjourn the Special Meeting, if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal.
For more information on each of these proposals, see the Company's definitive
proxy statement filed with the
Approval of the Merger Agreement Proposal required the affirmative vote of
holders of (i) a majority of the voting power of all outstanding Shares entitled
to vote, voting as a single class, and (ii) a majority of the voting power of
all outstanding Shares, voting as a single class, that are not owned,
beneficially or of record, by
Approval of the Golden Parachute Proposal required the affirmative vote of a majority of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote thereon.
Approval of the Adjournment Proposal required the affirmative vote of a majority of the Shares present in person or represented by proxy at the Special Meeting and entitled to vote thereon, whether or not a quorum is present.
For each of the Merger Agreement Proposal, the Golden Parachute Proposal and the
Adjournment Proposal, holders of Class A Common Stock and Class B Common Stock
voted together as a single class. Each record holder of Class A Common Stock was
entitled to 1/20th of the vote for each share of Class A Common Stock owned of
record on the record date and each holder of Class B Common Stock was entitled
to one (1) vote for each share of Class
All three proposals were approved by the requisite vote of the Company's stockholders. The final voting results for each proposal are described below.
(1) Merger Agreement Proposal:
The total number of the votes (based on the voting power of Shares entitled to vote) with respect to the Merger Agreement Proposal were as follows:
For Against Abstain 3,819,437 80,682 1,089
The total number of votes (based on the voting power of Shares, not owned, beneficially or of record, by the Lopker Entities, their respective affiliates, or any executive officer or director of the Company, entitled to vote) with respect to the Merger Agreement Proposal were follows:
For Against Abstain 844,891 80,682 1,089
(2) Golden Parachute Proposal:
The total number of the votes (based on the voting power of Shares entitled to vote) with respect to the Golden Parachute Proposal were as follows:
For Against Abstain 3,377,767 482,591 40,850 (3) Adjournment Proposal:
The total number of the votes (based on the voting power of Shares entitled to vote) with respect to the Adjournment Proposal were as follows:
For Against Abstain 3,696,478 202,246 2,484
Because the Merger Agreement Proposal was adopted by the requisite vote, no adjournment to solicit additional proxies was necessary.
Item 8.01. OTHER EVENTS.
On
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits Exhibit No. Description of Exhibit 99.1 Press Release, datedNovember 2, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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