Item 5.07 Submission of Matters to a Vote of Security Holders
On
As of the close of business on
Merger Proposal: The number of shares voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the Merger Proposal presented at the Special Meeting was:
Votes For Votes Against Abstentions Broker Non-Votes 39,024,037 382,338 94,800 N/A
Merger-Related Named Executive Officer Compensation Proposal: The number of shares voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the Merger-Related Named Executive Officer Compensation Proposal presented at the Special Meeting was:
Votes For Votes Against Abstentions Broker Non-Votes 36,334,638 2,942,780 223,757 N/A
Adjournment Proposal: The number of shares voted for or against, as well as abstentions and broker non-votes, if applicable, with respect to the Adjournment Proposal presented at the Special Meeting was:
Votes For Votes Against Abstentions Broker Non-Votes 36,452,515 2,956,358 92,302 N/A
With respect to the Adjournment Proposal, although the Adjournment Proposal would have received sufficient votes to be approved, no motion was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.
Item 8.01 Other Events.
On
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Forward-Looking Statements and Cautionary Statements
This communication includes "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. You can identify
forward-looking statements by words such as "anticipate," "believe," "could,"
"design," "estimate," "expect," "forecast," "goal," "guidance," "imply,"
"intend," "may," "objective," "opportunity," "outlook," "plan," "position,"
"potential," "predict," "project," "prospective," "pursue," "seek," "should,"
"strategy," "target," "will," "would" or other similar expressions that convey
the uncertainty of future events or outcomes. In accordance with "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, these
statements are accompanied by cautionary language identifying important factors,
though not necessarily all such factors, that could cause future outcomes to
differ materially from those set forth in the forward-looking statements.
Forward-looking statements include, but are not limited to, statements that
relate to, or statements that are subject to risks, contingencies or
uncertainties that relate to: the ability to complete the proposed merger of the
Company and Goodyear on anticipated terms and timetable; the effect of
restructuring or reorganization of business components; uncertainty and
weaknesses in global economic conditions, including the impact of the ongoing
coronavirus (COVID-19) pandemic, or similar public health crises, on the
Company's and Goodyear's financial condition, operations, distribution channels,
customers and suppliers, as well as potentially exacerbating other factors
discussed herein; continued volatility in raw material and energy prices,
including those of rubber, steel, petroleum-based products and natural gas or
the unavailability of such raw materials or energy sources, which may impact the
price-adjustment calculations under sales contracts; the ability to
cost-effectively achieve planned production rates or levels; the ability to
successfully identify and consummate any strategic investments or development
projects; the outcome of any contractual disputes with customers, joint venture
partners or any other litigation or arbitration; impacts of existing and
increasing governmental regulation and related costs and liabilities, including
failure to receive or maintain required operating and environmental permits,
approvals, modifications or other authorization of, or from, any governmental or
regulatory entity and costs related to implementing improvements to ensure
compliance with regulatory changes the ability to maintain adequate liquidity,
level of indebtedness and the availability of capital could limit cash flow
available to fund working capital, planned capital expenditures, acquisitions
and other general corporate purposes or ongoing needs of the business; the
ability to continue to pay cash dividends, and the amount and timing of any cash
dividends; availability of capital and ability to maintain adequate liquidity;
the impact of labor problems, including labor disruptions at the Company, its
joint ventures, or at one or more of its large customers or suppliers; the
ability of our customers, joint venture partners and third party service
providers to meet their obligations on a timely basis or at all; adverse changes
in interest rates and tax laws; and the potential existence of significant
deficiencies or material weakness in our internal control over financial
reporting. We have based our forward-looking statements on our current
expectations, estimates and projections about our industry and our partnership.
We caution that these statements are not guarantees of future performance and
you should not rely unduly on them, as they involve risks, uncertainties, and
assumptions that we cannot predict. In addition, we have based many of these
forward-looking statements on assumptions about future events that may prove to
be inaccurate. While our management considers these assumptions to be
reasonable, they are inherently subject to significant business, economic,
competitive, regulatory and other risks, contingencies and uncertainties, most
of which are difficult to predict and many of which are beyond our control.
Accordingly, our actual results may differ materially from the future
performance that we have expressed or forecast in our forward-looking
statements. Differences between actual results and any future performance
suggested in our forward-looking statements could result from a variety of
factors, including the following: the failure to satisfy various other
conditions to the closing of the transaction contemplated by the merger
agreement; the failure to obtain governmental approvals of the transaction on
the proposed terms and schedule, and any conditions imposed on the combined
company in connection with consummation of the transaction; the risk that the
cost savings and any other synergies from the transaction may not be fully
realized or may take longer to realize than expected; disruption from the
proposed transaction making it more difficult to maintain relationships with
customers, partners, employees or suppliers; the risk that the proposed
transaction may be less accretive than expected, or may be dilutive, and that
the combined company may fail to realize the benefits expected from the merger;
risks relating to any unforeseen liabilities of Goodyear or the Company; the
volatility in raw material and energy prices, including those of rubber, steel,
petroleum-based products and natural gas or the unavailability of such raw
materials or energy sources; extensive governmental regulation; changes to
tariffs or trade agreements, or the imposition of new or increased tariffs or
trade restrictions, imposed on tires, raw materials or manufacturing equipment
which the Company uses, including changes related to tariffs on tires, raw
materials and tire manufacturing equipment imported into the
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interpreted and enforced; the inability to obtain and/or renew permits necessary
for the operations; existing and future indebtedness may limit cash flow
available; operating expenses could increase significantly if the price of
electrical power, fuel or other energy sources increases; changes in credit
ratings issued by nationally recognized statistical rating organizations; risks
involving the acts or omissions of our joint venture partners; natural
disasters, weather conditions, disruption of energy, unanticipated geological
conditions, equipment failures, and other unexpected events; a disruption in, or
failure of our information technology systems, including those related to
cybersecurity; failure of outside contractors and/or suppliers to perform; the
cost and time to implement a strategic capital project may be greater than
originally anticipated; reliance on estimates of recoverable reserves; and the
risks that are described from time to time in Goodyear's and the Company's
respective reports filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:
Exhibit No. Description 99.1 Press Release, datedApril 30, 2021 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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