Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The Special Meeting was first convened on
(1)A proposal to consider and vote on the adoption of the Transaction Agreement (described in the Proxy Statement). The votes were as follows:
Statutory Vote (as defined in the Proxy Statement)
For 15,944,996 Against 16,652 Abstain 48,141 Broker Non-Votes 0
Disinterested Stockholder Vote (as defined in the Proxy Statement)
For 7,378,889 Against 16,652 Abstain 48,141 Broker Non-Votes 0
(2)A proposal to adjourn the stockholder meeting, if necessary or appropriate, to solicit additional proxies to adopt the Transaction Agreement in accordance with the terms of the Transaction Agreement. The votes were as follows:
For 15,216,591 Against 441,695 Abstain 351,503 Broker Non-Votes 0
(3)A proposal to approve, by non-binding, advisory vote, the compensation that may be paid or become payable to the Loral named executive officers in connection with the transactions contemplated by the Transaction Agreement. The votes were as follows:
For 15,019,162 Against 477,811 Abstain 512,816 Broker Non-Votes 0 Item 8.01 Other Events.
Under the terms of that certain rights agreement, dated as of
As described in Item 5.07 above, the Disinterested Stockholder Vote to approve
the Transaction has been obtained. Accordingly, the Rights Agreement and the
Rights issued thereunder expired in accordance with their terms effective
In connection with the expiration of the Rights, Loral will be taking routine actions to terminate, delist and deregister the Rights under applicable law, including the Securities Exchange Act of 1934, as amended. Such actions are administrative in nature and will have no impact on Loral's common stock, which continues to be listed on NASDAQ.
For a full description of the Rights Agreement and the Rights, see Loral's
Current Report on Form 8-K and registration statement on Form 8-A, in each case
filed with the
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