PZENA INVESTMENT MANAGEMENT, INC. Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of
At the Special Meeting, a total of 13,986,767 shares of Class A Common Stock and 59,969,703 shares of Class B Common Stock, collectively representing approximately 96% of the outstanding shares entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the following proposals were considered:
(1) the proposal to adopt the Merger Agreement (the "Merger Agreement
Proposal");
(2) the proposal to approve the adjournment of the Special Meeting to a later
date or dates, if necessary or appropriate, including adjournments to
solicit additional proxies if there are insufficient votes at the time of
the Special Meeting to approve the Merger Agreement Proposal; and
(3) the proposal to approve, by nonbinding, advisory vote, certain
compensation arrangements for the Company's named executive officers in
connection with the Merger.
The proposals were approved by the requisite vote of Pzena stockholders. In
particular, the Merger Agreement Proposal was approved by both (1) a majority of
the total number of votes of Company Common Stock outstanding and entitled to
vote on the matter and (2) a majority of the outstanding shares of Class A
Common Stock not owned, directly or indirectly, by
The final voting results for each proposal are described below. For more
information on each of these proposals, see the Company's definitive proxy
statement filed with the
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1. Proposal to adopt the Merger Agreement:
For Against Abstain
Class A 12,296,764 1,653,727 36,276
Class A Unaffiliated 10,889,438 1,077,978 36,276
Class B 284,848,515 - -
2. Proposal to approve the adjournment of the Special Meeting to a later date or
dates, if necessary or appropriate, including adjournments to solicit
additional proxies if there are insufficient votes at the time of the Special
Meeting to approve the Merger Agreement Proposal:
For Against Abstain
Class A 11,630,335 2,039,882 316,550
Class B 284,848,515 - -
3. Proposal to approve, by nonbinding, advisory vote, certain compensation
arrangements for the Company's named executive officers in connection with
the Merger:
For Against Abstain
Class A 12,144,737 1,815,030 27,000
Class B 284,848,515 - -
Pursuant to the terms of the Merger Agreement, the completion of the Merger
remains subject to various customary conditions, including (1) the absence of
any law, injunction or similar order that prohibits or makes illegal the
consummation of the Merger; (2) the accuracy of the representations and
warranties contained in the Merger Agreement (subject to certain materiality
standards); (3) the performance and compliance in all material respects with the
covenants and agreements in the Merger Agreement; and (4) the absence of any
effect that, individually or in the aggregate, has had a Company Material
Adverse Effect (as defined in the Merger Agreement) that is continuing in effect
or is reasonably likely to result in a Company Material Adverse Effect. As of
the date of this report, the Company expects to complete the Merger on
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Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, datedOctober 27, 2022 . 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.
Forward-Looking Statements
Certain statements and information contained in this communication may be
considered "forward-looking statements," such as statements relating to
management's views with respect to future events and financial performance.
Words or phrases such as "anticipate," "believe," "continue," "ongoing,"
"estimate," "expect," "intend," "may," "plan," "potential," "predict," "project"
or similar words or phrases, or the negatives of those words or phrases, may
identify forward-looking statements, but the absence of these words does not
necessarily mean that a statement is not forward-looking. Such forward-looking
statements are subject to risks, uncertainties and other factors that could
cause actual results to differ materially from historical experience or from
future results expressed or implied by such forward-looking statements.
Potential risks and uncertainties include, but are not limited to, economic
conditions in the markets in which Pzena operates; new federal or state
governmental regulations; Pzena's ability to effectively operate, integrate and
leverage any past or future strategic initiatives; statements regarding the
merger and related matters; the ability to meet expectations regarding the
timing and completion of the merger; the occurrence of any event, change or
other circumstance that could give rise to the termination of the merger
agreement; the failure to satisfy any of the conditions to the completion of the
transaction; risks relating to the financing required to complete the
transaction; the effect of the announcement of the transaction on the ability of
Pzena to retain and hire key personnel and maintain relationships with its
customers, vendors and others with whom it does business, or on its operating
results and businesses generally; risks associated with the disruption of
management's attention from ongoing business operations due to the transaction;
significant transaction costs, fees, expenses and charges; the risk of
litigation and/or regulatory actions related to the transaction; and other
factors detailed in Pzena's Annual Report on Form 10-K filed with the
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