Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 16, 2022, Summer Infant, Inc., a Delaware corporation (the "Company"),
held a special meeting of stockholders (the "Special Meeting") to consider
proposals related to the Agreement and Plan of Merger (the "Merger Agreement"),
dated as of March 16, 2022, by and among the Company, Kids2, Inc., a Georgia
corporation ("Kids2"), and Project Abacus Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Kids2 ("Merger Sub"), pursuant to
which, among other things, Merger Sub will merge with and into the Company (the
"Merger"), with the Company surviving the Merger as a wholly owned subsidiary of
Kids2.
As of May 6, 2022, the record date for the Special Meeting, there were 2,164,791
shares of common stock, par value $0.0001 per share, of the Company ("Common
Stock") outstanding, each of which was entitled to one vote for each proposal at
the Special Meeting.
Each of the proposals upon which the Company's stockholders voted at the Special
Meeting were approved by the requisite vote. The voting results are set forth
below.
Proposal 1: The Merger Proposal.
To adopt the Agreement and Plan of Merger, dated March 16, 2022 (as it may be
amended from time to time, the "Merger Agreement"), by and among the Company,
Kids2, Inc., a Georgia corporation ("Parent"), and Project Abacus Acquisition
Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger
Sub"), pursuant to which, upon the satisfaction or waiver of the conditions to
closing set forth therein, Merger Sub will merge with and into the Company with
the Company surviving the Merger as a wholly owned subsidiary of Parent.
For Against Abstained
1,563,783 2,426 45
Proposal 2: The Compensation Proposal.
To approve, on a non-binding, advisory basis, certain compensation that will or
may become payable to the Company's named executive officers in connection with
the Merger.
For Against Abstained
1,504,187 35,939 26,128
Proposal 3: The Adjournment Proposal.
To approve the adjournment of the Special Meeting to a later date or dates, or
dates, if necessary, to permit further solicitation and vote of proxies if,
based upon the tabulated vote at the time of the Special Meeting, there are
insufficient votes for, or otherwise in connection with, the approval of the
Merger Proposal (the "Adjournment Proposal"). As there were sufficient votes at
the time of the Special Meeting to approve the Merger Proposal, the Adjournment
Proposal was unnecessary and such proposal was not submitted to the Company's
stockholders for approval at the Special Meeting.
Item 8.01 Other Events.
On June 16, 2022, the Company issued a press release announcing the preliminary
results of the Special Meeting. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated June 16, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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