Item 5.07 Submission of Matters to a Vote of Security Holders.
· a proposal to approve the merger of the Company with and into Volt Lower
Holdings LLC (the "Merger") pursuant to the terms of the Agreement and Plan of Merger, dated as ofJune 7, 2021 , as it may be amended from time to time, among the Company,QualityTech, LP , aDelaware limited partnership,Volt Upper Holdings LLC , aDelaware limited liability company,Volt Lower Holdings LLC , aDelaware limited liability company, andVolt Acquisition LP , aDelaware limited partnership (the "Merger Agreement") and the other transactions contemplated by the Merger Agreement (the "Merger Proposal");
· a proposal to approve, on a non-binding, advisory basis, the compensation that
may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Merger (the "Advisory Compensation Proposal"); and
· a proposal to approve any adjournment of the Special Meeting for the purpose of
soliciting additional proxies if there are not sufficient votes at the Special
Meeting to approve the Merger Proposal (the "Adjournment Proposal").
At the Special Meeting, the Company's stockholders approved each of the proposals set forth above. Because there were sufficient votes present to approve the Merger Proposal, it was not necessary to adjourn the meeting.
The final voting results for each proposal are set forth below.
Merger Proposal
At the Special Meeting, the Company's common stockholders voted to approve the Merger and the other transactions contemplated by the Merger Agreement. The table below sets forth the voting results for this proposal:
Votes For Votes Against Abstentions 69,101,963 23,105 7,202
Advisory Compensation Proposal
At the Special Meeting, the Company's common stockholders voted to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Merger. The table below sets forth the voting results for this proposal:
Votes For Votes Against Abstentions 64,616,079 4,267,715 248,476 Adjournment Proposal
At the Special Meeting, the Company's common stockholders voted to approve a proposal for any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger Proposal:
Votes For Votes Against Abstentions 65,190,340 3,917,836 24,094
Because none of the proposals before the Special Meeting were "routine" matters, there were no broker non-votes occurring in connection with these proposals at the Special Meeting.
Subject to the satisfaction or waiver of all of the conditions to the closing of
the Merger in the Merger Agreement, the Merger is expected to be completed on
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 99.1 Press Release ofQTS Realty Trust, Inc. datedAugust 26, 2021 . 104 Inline XBRL Taxonomy Extension Presentation Linkbase Document Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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