CORNERSTONE BUILDING BRANDS, INC. : Submission of Matters to Securityholder Vote, Disclosure of FD Rules, Other Events (Form 8-K)
Section 5.07. Submitting Matters to a Vote of Securityholders.
(the “Merger Agreement”), by and between the Company,
During the extraordinary meeting, the following proposals were considered:
1. Proposed Merger Agreement. A proposal to adopt the merger agreement, in accordance with
to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a subsidiary of Parent.
2. Motion to adjourn. One or more proposals for the adjournment of the Special Assembly for
a later date or dates if necessary or appropriate, including adjournment to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal.
3. Merger Compensation Proposal. A proposal for approval, by non-binding means,
advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger.
Each proposal is described in detail in the Company’s definitive proxy statement filed with the
and first sent to the shareholders of the Company on
Each of the three proposals has been approved by the required vote of the shareholders of the Company. In addition to receiving the approval of shareholders representing a majority of the aggregate voting rights of the outstanding common shares of the Company entitled to vote on the proposed merger agreement at the special meeting, the proposed merger agreement merger has been approved by the affirmative vote of the shareholders representing a majority of the aggregate voting rights of the outstanding ordinary shares of the Company entitled to vote on the proposed merger agreement at the special meeting held by shareholders other than CD&R, certain investment funds managed by CD&R and other affiliates of CD&R which hold shares of common stock of the Company (the “Affiliated Shares”).
The final voting results for each proposal are described below.
(1) Proposed Merger Agreement:
For Against Abstain 100,620,612 1,763,595 53,981 2
Draft Merger Agreement, excluding shares:
For Against Abstain 38,438,594 1,763,595 53,981 (2) Adjournment Proposal: For Against Abstain 98,608,394 3,765,477 64,317
(3) Merger-related compensation proposal:
For Against Abstain 97,400,359 2,338,840 2,698,989
As the proposed merger agreement was approved by the required vote, no adjournment to solicit additional proxies was necessary.
Section 7.01. FD Regulation Disclosure.
As previously disclosed in the Proxy Circular, the terms of the debt commitment letters obtained by
The information in this Section 7.01 is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the responsibilities of this section. , nor be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that the Company declares expressly that such information shall be deemed filed under the Exchange Act or incorporates it by specific reference in such filing.
Item 8.01. Other Events.
As stated previously on
Under the terms of the purchase agreement, the completion of the Coil Coatings divestiture is subject to certain customary closing conditions, including the expiration or early termination of the waiting period (and any extension thereof ) applicable to the completion of the Coil Coatings divestiture under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Effective from
Caution Regarding Forward-Looking Statements
This communication includes forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements about the potential benefits of the acquisition proposed, expected growth rates, company plans, objectives, expectations and expected timing for the closing of the merger and divestiture of Coil Coatings. When used in this communication, the words “believes”, “estimates”, “plans”, “expects”, “should”, “could”, “prospect”, “potential”, “anticipates”, “target” and “anticipates” and similar expressions relating to the Company or its management are intended to identify forward-looking statements. Forward-looking statements are based on a number of assumptions about future events and are subject to various risks. , uncertainties and other factors that may cause actual results to differ materially from the opinions, beliefs, projections and estimates expressed in such statements.These risks, uncertainties and other factors include, but are not limited to, those discussed under “Factors of Risk” in the company’s annual report on Form 10-K for the year ended
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