TWIN VEE POWERCATS CO. Item 5.07. Submission of Matters to a Vote of Security Holders.
On
At the Annual Meeting, the Company's stockholders, upon the unanimous
recommendation of the Company's board of directors: (a) voted in favor of the
Agreement and Plan of Merger (the "Merger Agreement"), dated as of
Each proposal is described in detail in the Company's joint proxy
statement/prospectus, dated
The voting results for each item of business voted upon at the Annual Meeting were as follows:
Proposal 1 - Approval of the Merger Agreement
Votes For Votes Against Abstentions Broker Non-Votes 5,752,258 57,631 2,050 816,889 Proposal 2 - Adjournment
Stockholders approved the adjournment of the Annual Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve Proposal 1, based on the votes listed below:
Votes For Votes Against Abstentions Broker Non-Votes 5,793,076 16,834 2,029 816,889
Although Proposal 2 was approved, adjournment of the Annual Meeting was not necessary or appropriate because a quorum was present and the Company's stockholders approved Proposal 1.
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Proposal 3 - Election of
For Withheld Broker Non-Votes
Neil Ross 5,356,318 455,621 816,889
Bard Rockenbach 5,436,218 375,721 816,889
Proposal 4 - Ratification of the Selection of the Independent Registered Public
Accounting Firm
Votes For Votes Against Abstentions Broker Non-Votes
6,615,540 1,561 11,727 -
Proposal 5 - Approval of the Amendment to the Certificate of Incorporation of Twin Vee to increase the authorized shares of common stock from 50,000,000 to 75,000,000 if the Board of Directors deems it advisable
Votes For Votes Against Abstentions Broker Non-Votes 6,219,087 397,953 11,788 - Proposal 6 - Adjournment
Stockholders approved the adjournment of the Annual Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve Proposal 5, based on the votes listed below:
Votes For Votes Against Abstentions Broker Non-Votes 6,217,039 400,044 11,745 -
Although Proposal 6 was approved, adjournment of the Annual Meeting was not necessary or appropriate because a quorum was present and the Company's stockholders approved Proposal 5.
Item 8.01. Other Events.
The Company plans to issue a press release announcing the closing of the merger, which is anticipated in the next few days following satisfaction of remaining conditions to closing.
Forward-Looking Statements
This communication contains forward-looking statements (including within the
meaning of Section 21E of the United States Securities Exchange Act of 1934, as
amended, and Section 27A of the United States Securities Act of 1933, as
amended) concerning the anticipated closing of the merger. Forward-looking
statements are based on current beliefs and assumptions that are subject to
risks and uncertainties and are not guarantees of future performance. Actual
results could differ materially from those contained in any forward-looking
statement as a result of various factors, including, without limitation:
uncertainties as to the timing of the consummation of the merger and the ability
of each of Twin Vee and TVPC to consummate the merger. The foregoing review of
important factors that could cause actual events to differ from expectations
should not be construed as exhaustive and should be read in conjunction with
statements that are included herein and elsewhere, including the risk factors
included in the Company's joint proxy statement/prospectus filed with the
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No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the merger or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the United States Securities Act of 1933, as amended. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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