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. a proposal to approve and adopt the merger agreement (the "GWB merger
proposal");
2. a proposal to approve, on a non-binding, advisory basis, the compensation that
may be paid or become payable to GWB's named executive officers that is based on or otherwise relates to the merger (the "GWB compensation proposal"); and
3. a proposal to adjourn or postpone the special meeting, if necessary or
appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the GWB merger proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to holders of GWB common stock (the "GWB adjournment proposal").
The GWB merger proposal and the GWB adjournment proposal were approved by the
requisite vote of GWB's stockholders. The GWB compensation proposal (a
non-binding, advisory proposal) was not approved by GWB's stockholders. The
final voting results for each such proposal are described below. For more
information on each of these proposals, see the definitive proxy statement filed
by GWB with the
1. GWB merger proposal: For Against Abstain Broker Non-Votes 46,951,416 16,867 29,273 0
2. GWB compensation proposal:
For Against Abstain Broker Non-Votes 17,815,302 27,892,284 1,289,970 0 3. GWB adjournment proposal: For Against Abstain Broker Non-Votes 42,229,312 3,473,110 1,295,134 0
Completion of the merger is subject to customary closing conditions. Assuming
such conditions are satisfied, the merger is expected to close on or around
Item 8.01 Other Events.
On
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 99.1 Joint Press Release of GWB and FIBK datedJanuary 20, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * * *
Cautionary Note Regarding Forward Looking Statements
This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which involve inherent risks and uncertainties. Any statements about GWB's, FIBK's or the combined company's plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are identified as those that include words or phrases such as "believes," "expects," "anticipates," "plans," "trend," "objective," "continue," or similar expressions or future or conditional verbs such as "will," "would," "should," "could," "might," "may," or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements. Such forward-looking statements include but are not limited to statements about the benefits of the merger, including future financial and operating results, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts.
These forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially from those projected. In addition to
factors previously disclosed in GWB's and FIBK's reports filed with the
These factors are not necessarily all of the factors that could cause GWB's,
FIBK's or the combined company's actual results, performance, or achievements to
differ materially from those expressed in or implied by any of the
forward-looking statements. Other unknown or unpredictable factors also could
harm GWB's, FIBK's or the combined company's results. All forward-looking
statements attributable to GWB, FIBK or the combined company, or persons acting
on GWB's or FIBK's behalf, are expressly qualified in their entirety by the
cautionary statements set forth above. Forward-looking statements speak only as
of the date they are made and GWB and FIBK do not undertake or assume any
obligation to update publicly any of these statements to reflect actual results,
new information or future events, changes in assumptions, or changes in other
factors affecting forward-looking statements, except to the extent required by
applicable law. If GWB or FIBK update one or more forward-looking statements, no
inference should be drawn that GWB or FIBK will make additional updates with
respect to those or other forward-looking statements. Further information
regarding GWB, FIBK and factors which could affect the forward-looking
statements contained herein can be found in GWB's Annual Report on Form 10-K for
the fiscal year ended
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