ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
A special meeting of shareholders (the "Special Meeting") of
At the Special Meeting, the following proposals were considered:
1. A proposal to adopt the Merger Agreement (the "Merger Proposal");
2. A proposal to approve, on a non-binding advisory basis, compensation that may
be received by STFC's named executive officers, which is based on or otherwise
relates to the Merger (the "Advisory Compensation Proposal"); and
3. A proposal to adjourn the Special Meeting to a later date or time, if
necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the Special Meeting or any adjournment thereof to approve the Merger Proposal (the "Adjournment Proposal").
At the Special Meeting, the Merger Proposal and the Advisory Compensation Proposal were approved by the requisite vote of the Company's shareholders. Sufficient votes were received to approve the Adjournment Proposal, but such an adjournment was not necessary in light of the approval of the Merger Proposal. The final voting results for each proposal are described below.
1. Merger Proposal Votes For Votes Against Abstentions 39,316,080 206,052 3,449
2. Advisory Compensation Proposal
Votes For Votes Against Abstentions 37,652,057 1,181,509 692,015 3. Adjournment Proposal Votes For Votes Against Abstentions 37,863,184 1,013,975 648,422
ITEM 7.01. REGULATION FD DISCLOSURE
On
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by STFC under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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Cautionary Notice Regarding Forward Looking Statements
Except for historical information, all other information in this communication
consists of forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements, and
related oral statements STFC may make, are subject to risks and uncertainties
that could cause actual results to differ materially from those projected,
anticipated or implied. For example, (1) conditions to the closing of the
transactions may not be satisfied; (2) regulatory approvals required for the
transactions may not be obtained, or required regulatory approvals may delay the
transactions or result in the imposition of conditions that could have a
material adverse effect on LMHC, SAM or STFC or cause the parties to abandon the
transactions; (3) uncertainty as to the timing of completion of the
transactions; (4) the business of LMHC, SAM or STFC may suffer as a result of
uncertainty surrounding the transactions; (5) the occurrence of any event,
change or other circumstances that could give rise to the termination of the
merger agreement; (6) risks related to disruption of management's attention from
the ongoing business operations of LMHC, SAM or STFC due to the transactions;
(7) the effect of the announcement of the transactions on the relationships of
LMHC, SAM or STFC with its clients, operating results and business generally;
(8) the outcome of any legal proceedings to the extent initiated against LMHC,
SAM or STFC following the announcement of the proposed transaction; and (9)
LMHC, SAM or STFC may be adversely affected by other economic, business, and/or
competitive factors as well as management's response to any of the
aforementioned factors. The foregoing review of important factors should not be
construed as exhaustive and should be read in conjunction with the other
cautionary statements that are included herein and elsewhere, including the risk
factors included in STFC's most recent Annual Report on Form 10-K, STFC's most
recent Quarterly Report on Form 10-Q, the definitive proxy statement filed by
STFC on
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. Exhibit No. Description 99.1 Press Release issued byState Auto Financial Corporation , datedSeptember 30, 2021 104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL
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