Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Set forth below are the matters acted upon by the Company's stockholders at the Special Meeting, each of which was approved, as well as the final voting results of each such matter.
The consummation of the Mergers remain subject to regulatory clearance and other closing conditions.
1. The proposal to adopt and approve the Agreement and Plan of Merger, dated as ofMarch 31, 2022 , by and among theCompany, Manning & Napier Group, LLC ("Group LLC "),Callodine Midco, Inc. ("Parent"),Corp Merger Sub and Callodine Merger Sub, LLC ("LLC Merger Sub") pursuant to which Corp Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent, and LLC Merger Sub will be merged with and intoGroup LLC , withGroup LLC surviving the merger as a wholly owned subsidiary of the Company (such transactions, the "Mergers" and such proposal, the "Merger Agreement Proposal"): Votes For Votes Against Votes Abstaining 13,021,016 188,393 3,617 2. The proposal to approve, on a non-binding, advisory basis, a resolution approving the compensation that may be paid or become payable to the named executive officers of the Company that is based on or otherwise relates to the Mergers: Votes For Votes Against Votes Abstaining 11,318,862 1,377,399 516,765 3. The proposal to approve the adjournment of the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal was rendered moot in light of the approval of the Merger Agreement Proposal.
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