ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Resolute Forest Products Inc. (the "Company") held a special meeting of
stockholders (the "special meeting") on October 31, 2022 to consider and vote on
(i) a proposal to adopt the Agreement and Plan of Merger, dated as of July 5,
2022 (as it may be further amended, modified or supplemented from time to time,
the "merger agreement"), by and among the Company, Domtar Corporation, a
Delaware corporation ("Domtar"), Terra Acquisition Sub Inc., a Delaware
corporation and a wholly owned subsidiary of Domtar ("Merger Sub"), Karta Halten
B.V., a private limited company organized under the laws of the Netherlands, and
Paper Excellence B.V., a private limited company organized under the laws of the
Netherlands, pursuant to which Merger Sub will be merged with and into the
Company (the "merger"), with the Company surviving as a wholly owned subsidiary
of Domtar (the "merger proposal") and (ii) a proposal to approve, by a
non-binding advisory vote, 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.
Of the 76,811,811 shares of Company common stock issued and outstanding and
entitled to vote at the special meeting as of the close of business on
September 19, 2022, the record date for the special meeting, 62,730,387 shares
were present virtually or represented by proxy at the meeting, or approximately
81.67% of the total outstanding shares of Company common stock, which was
sufficient to constitute a quorum. The final results of voting for the matters
submitted to a vote of stockholders at the meeting are as follows:
Proposal 1 - Adoption of the Merger Agreement
The Company's stockholders approved the merger proposal.
For 62,597,968
Against 124,514
Abstain 7,905
Proposal 2 - Non-binding Compensation Advisory Proposal
The Company's stockholders approved, by a non-binding advisory vote, 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.
For 60,919,652
Against 1,353,955
Abstain 456,679
ITEM 8.01 OTHER EVENTS.
On October 31, 2022, and in connection with the special meeting, the Company
issued a press release announcing the results of the special meeting. A copy of
the press release is attached hereto as Exhibit 99.1 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
99.1 Press Release, October 31, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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Cautionary Statements Regarding Forward Looking Statements
Statements in this document that are not reported financial results or other
historical information of Resolute are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, for example, statements included in this document relating
to the potential benefits of the proposed transaction between Resolute and
Domtar Corporation; the prospective performance and outlook of Resolute's
business, performance and opportunities; the ability of the parties to complete
the proposed transaction and the expected timing of completion of the proposed
transaction; as well as any assumptions underlying any of the foregoing.
Forward-looking statements may be identified by the use of forward-looking
terminology such as the words "should," "would," "could," "will," "may,"
"expect," "believe," "see," "intends," "continue" and other terms with similar
meaning indicating possible future events or potential impact on Resolute's
business or its stockholders. The reader is cautioned not to place undue
reliance on these forward-looking statements, which are not guarantees of future
performance. These statements are based on management's current assumptions,
beliefs, and expectations, all of which involve a number of business risks and
uncertainties that could cause actual results to differ materially. Many factors
could cause actual future events to differ materially from the forward-looking
statements in this document, including but not limited to: uncertainties as to
the timing of the proposed transaction; the risk that the proposed transaction
may not be completed in a timely manner or at all; the possibility that
competing offers or acquisition proposals for Resolute will be made; the
possibility that any or all of the various conditions to the consummation of the
proposed transaction may not be satisfied or waived, including the failure to
receive any required regulatory approvals from any applicable governmental
entities (or any conditions, limitations or restrictions placed on such
approvals); the occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement, including in circumstances
that would require Resolute to pay a termination fee or other expenses; the
inability to recover softwood lumber duty refunds in a timely manner or at all;
the effect of the pendency of the proposed transaction on Resolute's ability to
retain and hire key personnel, its ability to maintain relationships with its
customers, suppliers and others with whom it does business, its business
generally or its stock price; and risks related to diverting management's
attention from the Company's ongoing business operations. In addition, please
refer to the documents that Resolute files with the SEC on Forms 10-K, 10-Q and
8-K. These filings identify and address other important risks and uncertainties
with respect to Resolute and its business that could cause events and results to
differ materially from those contained in the forward-looking statements set
forth in this document. All forward-looking statements in this document are
expressly qualified by the cautionary statements contained or referred to above
and in Resolute's other filings with the SEC and the Canadian securities
regulatory authorities. Resolute disclaims any obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
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