Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed, on
The Company convened its special meeting of stockholders on
As of the close of business on
• a proposal to approve the Company Merger pursuant to the terms of the Merger Agreement (the "Company Merger Proposal"); and • a non-binding, advisory proposal to approve certain compensation that will be paid or may become payable to the named executive officers of CatchMark in connection with the Company Merger and the other transactions contemplated by the merger agreement (the "CatchMark Compensation Proposal").
A proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there were not sufficient votes at the Special Meeting to approve the Company Merger Proposal (the "CatchMark Adjournment Proposal") was not presented to stockholders for their approval because there were sufficient votes present to approve the Company Merger Proposal.
The final voting results for each proposal presented to stockholders for approval are set forth below.
Proposal No. 1: Approval of the Company Merger Proposal
At the Special Meeting, the Company's common stockholders voted to approve the Company Merger. The table below sets forth the voting results for this proposal:
Votes For Votes Against Abstentions Broker Non-Votes 36,246,571 75,795 70,634
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Proposal No. 2: Approval of the CatchMark Compensation Proposal
At the Special Meeting, the Company's common stockholders did not vote to approve, on a non-binding, advisory basis, the compensation that will be paid or may become payable to the named executive officers of the Company in connection with the Company Merger and the other transactions contemplated by the Merger Agreement.
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Votes For Votes Against Abstentions Broker Non-Votes 10,058,614 22,099,276 4,235,110
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Because none of the proposals before the Special Meeting were "routine" matters, there were no broker non-votes occurring in connection with these proposals at the Special Meeting.
Subject to the satisfaction or waiver of all of the conditions to the closing of
the Mergers in the Merger Agreement, the Mergers are expected to be completed on
Item 8.01 Other Events
On
Important Additional Information about the Proposed Transaction
This communication is being made in respect of the proposed merger transaction
involving PotlatchDeltic and CatchMark. This communication does not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. In connection with the proposed
transaction, PotlatchDeltic filed with the
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by the Company's use of forward-looking terminology such as "may," "will," "expect," "intend," "should," "anticipate," "estimate," "believe," "continue," or other similar words. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are not guarantees of performance and are based on certain assumptions, discuss future expectations, describe plans and strategies, contain projections of results of operations or of financial condition or state other forward-looking information. Risks and uncertainties that could cause the Company's actual results to differ from these forward-looking statements include, but are not limited to, that (i) the timing of the closing of the Mergers, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the Mergers will not occur; (ii) the proposed Mergers may involve unexpected costs, liabilities or delays; (iii) the Company's business may suffer as a result of uncertainty surrounding the proposed Mergers; (iv) the risk that the proposed Mergers disrupt the Company's current plans and operations or divert management's or employees' attention from ongoing business operations; (v) the risk of potential difficulties with the Company's ability to retain and hire key personnel and maintain relationships with suppliers and other third parties as a result of the proposed Mergers; (vi) the possible failure of the Company to maintain its qualification as a REIT; (vii) stockholder litigation in connection with the proposed Mergers may affect the timing or occurrence of the proposed Mergers or result in significant costs of defense, indemnification and liability; (viii) the Company may be adversely affected by other economic, business or competitive factors; (ix) the occurrence of any event, change or other circumstances could give rise to the termination of the Merger Agreement; and (x) other risks to the consummation of the proposed Mergers,
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including the risk that the proposed Mergers will not be consummated within the
expected time period or at all; (xi) the factors described in Part I, Item 1A.
Risk Factors of the Company's Annual Report on Form 10-K for the year ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Exhibit Description 99.1 Press Release ofCatchMark Timber Trust, Inc. datedSeptember 13, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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