Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 9, 2022, Redbox Entertainment Inc. ("Redbox" or the "Company") held a special meeting of stockholders (the "Special Meeting"). At the close of business on July 11, 2022, the record date for the Special Meeting there were 13,685,098 shares of Redbox class A common stock issued and outstanding, 32,770,000 shares of Redbox class B common stock issued and outstanding and no shares of preferred stock issued and outstanding. Only stockholders of record as of the record date for the Special Meeting were entitled to vote at the Special Meeting. A total of 40,837,113 shares of common stock were voted virtually or by proxy, representing 87.9% of the shares of common stock outstanding and entitled to vote, which constituted a quorum to conduct business at the Special Meeting. The following are the final voting results with respect to the proposals considered and voted upon at the Special Meeting, each of which is described in the Company's definitive proxy statement/information statement/prospectus filed with the Securities and Exchange Commission on July 15, 2022.

Proposal 1: Redbox Merger Proposal

At the Special Meeting, the Company's stockholders voted to approve the transactions contemplated by the Merger Agreement, dated as of May 10, 2022, by and among Redbox, Chicken Soup for the Soul Entertainment, Inc. ("CSSE"), RB First Merger Sub Inc., RB Second Merger Sub LLC, Redwood Opco Merger Sub LLC and Redwood Intermediate LLC (the "Redbox Merger Proposal"). Approximately 85.04% of the outstanding shares of the Company voted in favor of the Redbox Merger Proposal. The table below sets forth the voting results for this proposal:





Votes For    Votes Against   Abstentions   Broker Non-Votes
39,503,634     1,326,720        6,759             -

Proposal 2: Redbox Adjournment Proposal

As there were sufficient votes at the time of the Special Meeting to approve the Redbox Merger Proposal, the "Adjournment Proposal" described in the proxy statement/information statement/prospectus was not presented to stockholders.

Item 7.01. Regulation FD Disclosure.

On August 9, 2022 the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

It is a condition to the closing of the transactions contemplated by the Merger Agreement that the Redbox Merger Proposal shall have been approved by the requisite vote of the Company's stockholders as described in the proxy statement/information statement/prospectus. In light of the approval of the Redbox Merger Proposal at the Special Meeting, the Company anticipates that the closing of the transactions contemplated by the Merger Agreement (the "Transactions") may occur on August 11, 2022, subject to the expiration or termination of the applicable waiting period under the Hart- Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the satisfaction or waiver of the other conditions to closing of the Transactions. Each of the Company and CSSE filed its respective HSR Act notification form on July 11, 2022, and expects that the 30-day waiting period will expire at 11:59 pm EDT on August 10, 2022, unless terminated earlier or otherwise extended.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit
  No.      Description
  99.1       Press release, dated August 9, 2022

  104      Cover Page Interactive Data File (embedded within the Inline XBRL document)

© Edgar Online, source Glimpses