Item 5.07. Submission of Matters to a Vote of Security Holders.

As previously disclosed, on November 21, 2022, AgroFresh Solutions, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement"), with Project Cloud Holdings, LLC ("Parent") and Project Cloud Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a subsidiary of Parent. Parent and Merger Sub are affiliates of investment funds managed by Paine Schwartz Partners, LLC ("Paine Schwartz"). As a result of the Merger, the Company will cease to be a publicly traded company, and investment funds managed by Paine Schwartz will become the indirect owner of all the Company's outstanding capital stock.

On March 30, 2023, the Company held a special meeting of stockholders (the "Special Meeting") to consider certain proposals related to the Merger Agreement.

As of February 23, 2023, the record date (the "Record Date") for the Special Meeting, there were 53,717,574 shares of the Company's common stock, par value $0.0001 per share ("Company common stock"), outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. In addition, as of the Record Date, there were 145,046 shares of the Company's Series B Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock") outstanding, which were entitled to vote the equivalent of 33,982,720 shares of Company common stock. As of the Record Date, there were 51,648,242 shares of Common Stock held by holders of shares of Company common stock, other than Paine Schwartz Food Chain Fund VI, L.P., PSP AGFS Holdings, L.P. and their respective affiliates (including Parent and Merger Sub), the members of the Company's board of directors, any person that the Company has determined to be an "officer" of the Company within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any of their respective "associates" or members of their "immediate family" (as such terms are defined in Rules 12b-2 and 16a-1 of the Exchange Act) (the "Unaffiliated Stockholders"). A total of 41,694,156 shares of Company capital stock, representing approximately 86.12% of the voting power of the outstanding shares of the Company's capital stock entitled to vote, were present or represented by proxy at the Special Meeting, constituting a quorum to conduct business.

At the Special Meeting, the following proposals were considered:

1. Merger Agreement Proposal. A proposal to adopt the Merger Agreement, pursuant


    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 (the "Merger
    Agreement Proposal").

2. Adjournment Proposal. One or more proposals to adjourn the Special Meeting to


    a later date or dates if necessary or appropriate, including adjournments to
    solicit additional proxies if there are insufficient votes at the time of the
    Special Meeting to approve the Merger Agreement Proposal (the "Adjournment
    Proposal").

3. Merger-Related Compensation Proposal. A proposal to approve, by nonbinding,


    advisory vote, certain compensation arrangements for the Company's named
    executive officers in connection with the Merger (the "Merger-Related
    Compensation Proposal").

Each proposal is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 10, 2023 and first mailed to the Company's stockholders on March 10, 2023 (the "Proxy Statement"). The Merger Agreement and the Merger-Related Compensation Proposal were each approved by the requisite vote of the Company's stockholders. The final voting results for each proposal are described below.

Proposal 1: The Merger Agreement Proposal

Approval of the Merger Agreement Proposal required the affirmative vote of (i) the stockholders representing the majority of the aggregate voting power of the outstanding shares of Company common stock and Series B Preferred Stock entitled to vote on the Merger Agreement Proposal (the "majority of the outstanding shares") and (ii) the stockholders representing a majority of the aggregate voting power of the outstanding shares of Company common stock beneficially owned by Unaffiliated Stockholders and entitled to vote on the Merger Agreement Proposal (the "majority of the unaffiliated shares").

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                                         For       Against   Abstain

majority of the outstanding shares 75,443,560 84,321 3,949 majority of the unaffiliated shares 39,391,508 84,321 3,949

Proposal 1 was approved for all purposes described in the Proxy Statement.

Proposal 3: The Merger-Related Compensation Proposal

Approval of the Merger-Related Compensation Proposal required the affirmative vote of a majority of the votes cast by the stockholders present in person or by proxy and entitled to vote on the Merger-Related Compensation Proposal.



   For        Against    Abstain
67,574,825   7,935,527   21,478

Proposal 3 was approved.

In light of the approval of the Merger Agreement Proposal, Proposal 2 (the Adjournment Proposal) was rendered moot and was not presented at the Special Meeting.

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