Item 5.07Submission of Matters to a Vote of Security Holders
As previously disclosed, on
As of the close of business on
Set forth below are the proposals, and the action taken by the Company's stockholders with respect to each proposal at the Special Meeting.
Proposal 1. Approval of the Merger Proposal: The Company's stockholders approved the proposal to adopt the Merger Agreement. Approval of the Merger Agreement required the affirmative vote of two-thirds of the shares of Company Common Stock that were outstanding and entitled to vote as of the record date.
The voting results for this proposal were as follows:
Votes For Votes Against Abstentions 6,460,084.39 10,311.90 2,042.36
Proposal 2. Approval of the Non-Binding Advisory Compensation Proposal: The Company's stockholders approved, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Merger. Approval of this proposal required the affirmative vote of a majority of the votes cast by stockholders present virtually or represented by proxy at the Special Meeting entitled to vote on such matter. The voting results for this proposal were as follows:
Votes For Votes Against Abstentions 4,915,180.55 1,554,831.74 2,426.36
Proposal 3. Approval of the Adjournment Proposal: The proposal to approve the adjournment of the Special to a later date or time if necessary or appropriate, was approved, but the adjournment of the Special Meeting was not necessary as the Company's stockholders approved the adoption of the Merger Agreement.
Approval of this proposal required the affirmative vote of a majority of the votes cast by stockholders present virtually or represented by proxy at the Special Meeting entitled to vote on such matter. The voting results for this proposal were as follows:
Votes For Votes Against Abstentions 6,354,371.41 111,582.88 6,484.36
The Merger contemplated by the Merger Agreement is expected to close on
Forward Looking Statements
This communication contains "forward-looking statements," within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995,
including statements relating to the completion of the Merger. These
forward-looking statements are generally denoted by the use of words such as
"anticipate," "believe," "expect," "intend," "aim," "target," "plan,"
"continue," "estimate," "project," "may," "will," "should," and similar
expressions. However, the absence of these words or similar expressions does not
mean that a statement is not forward-looking. These statements reflect
management's current beliefs and are based on information currently available to
management. Forward-looking statements are based upon a number of estimates and
assumptions that, while considered reasonable by management, are inherently
subject to known and unknown risks and uncertainties and other factors that
could cause actual results to differ materially from historical results or those
anticipated. These factors include, but are not limited to: (a) the satisfaction
of the conditions precedent to the consummation of the Merger; (b) uncertainties
as to the timing of the Merger and the possibility that the Merger may not be
completed; (c) unanticipated difficulties or expenditures relating to the
Merger; (d) the occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement, including, in
circumstances which would require the Company to pay a termination fee; (e)
legal proceedings, judgments or settlements, including those that may be
instituted against the Company, the Company's Board of Directors, the Company's
executive officers and others following the announcement of the Merger; (f)
disruptions of current plans and operations caused by the announcement and
pendency of the Merger; (g) risks related to disruption of management's
attention from the Company's ongoing business operations due to the Merger; (h)
potential difficulties in employee retention due to the announcement and
pendency of the Merger; (i) the response of customers, suppliers, drivers and
regulators to the announcement and pendency of the Merger; (j) disruptions in
the execution of plans, strategies, goals and objectives of management for
future operations caused by the Merger; (k) changes in accounting standards or
tax rates, laws or regulations; (l) continued and sufficient access to capital;
(m) economic, market, business or geopolitical conditions (including resulting
from the COVID-19 pandemic, inflation, or the conflict in
If the proposed Merger is consummated, the Company's stockholders will cease to
have any equity interest in the Company and will have no right to participate in
its earnings and future growth. Other factors that could impact the Company's
forward-looking statements are identified and described in more detail in the
Company's Annual Report on Form 10-K for the year ended
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