Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2021, Tribune Publishing Company, a Delaware corporation ("Tribune"),
convened a special meeting of stockholders (the "Special Meeting") to consider
and vote upon certain proposals related to the Agreement and Plan of Merger,
dated as of February 16, 2021, as it may be amended from time to time (the
"Merger Agreement"), by and among Tribune, Tribune Enterprises, LLC ("Parent")
and Tribune Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub will
be merged with and into Tribune, with Tribune continuing as the surviving
corporation and as a wholly owned subsidiary of Parent (the "Merger"). As a
result of the Merger, Tribune will no longer be publicly held. Tribune's common
stock will be delisted from NASDAQ and deregistered under the Securities
Exchange Act of 1934, as amended.
There were 36,951,571 shares of Tribune's common stock issued and outstanding as
of April 15, 2021, the record date for the Special Meeting (the "Record Date").
At the Special Meeting, the holders of 33,448,035 shares of Tribune's common
stock were present via webcast or represented by proxy, representing
approximately 90.52% of the total outstanding shares of Tribune's common stock
as of the Record Date, which constituted a quorum. Holders of approximately
81.28% of shares of Tribune's common stock (other than shares "owned" by Parent
or Merger Sub and their "affiliates" and "associates" (as each such term is
defined in Section 203 of the DGCL)) outstanding (the "Non-Alden Shares") voted
to approve the Merger Agreement. Holders of approximately 87.13% of all
outstanding shares of Tribune's common stock (including shares "owned" by Parent
or Merger Sub and their "affiliates" and "associates" (as each such term is
defined in Section 203 of the DGCL)), constituting a majority in voting power of
the outstanding shares of Tribune's common stock entitled to vote on such
matter, also voted to approve the Merger Agreement.
At the Special Meeting, the following proposals were voted upon (each of which
is described in greater detail in the definitive proxy statement filed by
Tribune with the Securities and Exchange Commission on April 20, 2021):
Proposal 1 - The Merger Proposal: To adopt the Merger Agreement (the "Merger
Proposal").
Proposal 2- The Merger Compensation Proposal: To approve, on an advisory
(non-binding) basis, certain compensation arrangements for Tribune's named
executive officers in connection with the Merger.
Proposal 3- The Adjournment Proposal: To approve the adjournment of the Special
Meeting from time to time, if necessary, to continue to solicit votes for
Proposal 1, the Merger Proposal. Although Proposal 3 was approved, the
adjournment of the Special Meeting was not necessary because Tribune's
stockholders approved Proposal 1.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 - Merger Proposal
NON-ALDEN SHARES
Votes For Votes Against Abstentions
20,641,943 1,189,901 61,885
ALL SHARES
Votes For Votes Against Abstentions
32,196,249 1,189,901 61,855
Proposal No. 2 - Merger Compensation Proposal
Votes For Votes Against Abstentions
30,435,477 2,970,437 42,121
Proposal No. 3 - Adjournment Proposal
Votes For Votes Against Abstentions
31,885,092 1,470,059 92,884
Item 8.01. Other Events.
On May 21, 2021, Tribune issued a press release announcing the results of the
Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Exhibit
99.1 Press Release dated May 21, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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