W. R. GRACE & CO. Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of
At the Special Meeting, the following proposals were considered:
(1) the proposal to adopt the Merger Agreement;
(2) the proposal to approve, on an advisory (non-binding) basis, the compensation
that may be paid or become payable to Grace's named executive officers that
is based on or otherwise relates to the Merger Agreement and the transactions
contemplated by the Merger Agreement; and
(3) the proposal to adjourn the Special Meeting to a later date or dates if
necessary or appropriate to solicit additional proxies if there are
insufficient votes to approve the proposal to adopt the Merger Agreement at
the time of the Special Meeting.
The proposals were approved by the requisite vote of Grace's stockholders.
The final voting results for each proposal are set forth below. For more
information on each of these proposals, see Grace's definitive proxy statement
filed with the
1. Proposal to adopt the Merger Agreement:
For Against Abstain 46,055,069 133,576 38,684
2. Proposal to approve, on an advisory (non-binding) basis, the compensation that
may be paid or become payable to Grace's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement: For Against Abstain 25,514,190 20,544,485 168,654
--------------------------------------------------------------------------------
3. Proposal to adjourn the Special Meeting to a later date or dates if necessary
or appropriate to solicit additional proxies if there are insufficient votes to approve the proposal to adopt the Merger Agreement at the time of the Special Meeting: For Against Abstain 44,352,299 1,753,927 121,102
Although Proposal No. 3 was approved by the votes indicated above, an adjournment of the Special Meeting was not necessary due to the approval of Proposal No. 1.
Pursuant to the terms of the Merger Agreement, the completion of the Merger
remains subject to various customary conditions, including (1) the absence of an
order, injunction or law prohibiting the Merger, (2) the accuracy of the other
party's representations and warranties, subject to certain materiality standards
set forth in the Merger Agreement, (3) compliance in all material respects with
the other party's obligations under the Merger Agreement and (4) no Company
Material Adverse Effect (as defined in the Merger Agreement) having occurred
since the date of the Merger Agreement. As of the date of this Current Report
on Form 8-K, Grace expects to complete the Merger on
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit Location
99.1 Press Release dated September 17, 2021 Filed herewith
104 Cover Page Interactive Data File (formatted as Filed herewith
Inline XBRL and included in Exhibit 101)
--------------------------------------------------------------------------------
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this communication may contain forward-looking
statements, that is, information related to future, not past, events. Such
statements generally include the words "believes," "plans," "intends,"
"targets," "will," "expects," "suggests," "anticipates," "outlook," "continues,"
or similar expressions. Forward-looking statements include, without limitation,
statements regarding: financial positions; results of operations; cash flows;
financing plans; business strategy; operating plans; capital and other
expenditures; impact of COVID-19 on Grace's business; competitive positions;
growth opportunities for existing products; benefits from new technology;
benefits from cost reduction initiatives; succession planning; markets for
securities; the anticipated timing of closing of the Merger and the potential
benefits of the Merger. Grace is subject to risks and uncertainties that could
cause actual results or events to differ materially from its projections or that
could cause forward-looking statements to prove incorrect. Factors that could
cause actual results or events to differ materially from those contained in the
forward-looking statements include, without limitation: risks related to
foreign operations, especially in areas of active conflicts and in emerging
regions; the costs and availability of raw materials, energy, and
transportation; the effectiveness of Grace's research and development and growth
investments; acquisitions and divestitures of assets and businesses;
developments affecting Grace's outstanding indebtedness; developments affecting
Grace's pension obligations; legacy matters (including product, environmental,
and other legacy liabilities) relating to past activities of Grace; its legal
and environmental proceedings; environmental compliance costs (including
existing and potential laws and regulations pertaining to climate change); the
inability to establish or maintain certain business relationships; the inability
to hire or retain key personnel; natural disasters such as storms and floods;
fires and force majeure events; the economics of our customers' industries,
including the petroleum refining, petrochemicals, and plastics industries, and
shifting consumer preferences; public health and safety concerns, including
pandemics and quarantines; changes in tax laws and regulations; international
trade disputes, tariffs, and sanctions; the potential effects of cyberattacks;
the occurrence of any event, change or other circumstance that could give rise
to the termination of the Merger Agreement; the failure to satisfy any of the
other conditions to the completion of the Merger; risks relating to the
financing required to complete the Merger; the effect of the announcement of the
Merger on the ability of Grace to retain and hire key personnel and maintain
relationships with its customers, vendors and others with whom it does business,
or on its operating results and businesses generally; the effects of the Merger
on the integration of the Fine Chemistry Services business acquired by Grace
from Albemarle Corporation for approximately
--------------------------------------------------------------------------------
© Edgar Online, source
