Item 5.07. Submission of Matters to a Vote of Security Holders
On
The stockholders of Yellowstone voted on the following nine proposals: (1) to
approve and adopt the equity purchase agreement, dated as of
Based on the results of the Special Meeting, and subject to the satisfaction or
waiver of certain other closing conditions as described in the Proxy Statement,
the transactions (the "Transactions") contemplated by the Equity Purchase
Agreement, were consummated on
Proposal 1 - The Business Combination Proposal
The Company's stockholders approved Proposal 1. The votes cast were as follows:
For Against Abstain 13,278,217 526,579 50
Proposal 2 - The NYSE Proposal
The Company's stockholders approved Proposal 2. The votes cast were as follows:
For Against Abstain 13,278,801 526,594 51
Proposal 3 - The Charter and Governance Proposals
The Company's stockholders approved Proposal 3. The votes cast were as follows:
For Against Abstain 13,278,213 526,579 54
Proposal 3(a) - Governance Proposal A
The Company's stockholders approved Proposal 3(a). The votes cast were as follows:
For Against Abstain 12,717,897 1,084,551 2,398
Proposal 3(b) - Governance Proposal B
The Company's stockholders approved Proposal 3(b). The votes cast were as follows:
For Against Abstain 13,800,947 1,334 2,565
Proposal 3(c) - Governance Proposal C
The Company's stockholders approved Proposal 3(c). The votes cast were as follows:
For Against Abstain 13,786,229 10,416 8,201
Proposal 4 - The Director Election Proposal
The Company's stockholders approved Proposal 4. The votes cast were as follows:
For Against Abstain 3,399,724 0 0
Proposal 5 - The Incentive Plan Proposal
The Company's stockholders approved Proposal 5. The votes cast were as follows:
For Against Abstain 13,262,051 525,862 16,933
As there were sufficient votes at the time of the Special Meeting to approve each of the above proposals, the "Adjournment Proposal" described in the Proxy Statement was not presented to stockholders.
Item 7.01. Regulation FD Disclosure.
On
Forward-Looking Statements
The information contained in Item 7.01 of this Report on Form 8-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact contained in this communication including, without limitation, statements regarding Yellowstone's or Sky's financial position, business strategy and the plans and objectives of management for future operations; anticipated financial impacts of the Business Combination; the satisfaction of the closing conditions to the Business Combination; and the timing of the completion of the Business Combination, are forward-looking statements. Also, forward-looking statements relate to future events or future performance of Sky and include statements about Sky's expectations or forecasts for future periods and events which are based on Sky management's assumptions and beliefs in light of the information currently available to it. Words such as "may," "will," "should," "expect," "plan," "believe," "anticipate," "intend," "estimate," "predict," "potential," "seek" and variations and similar words and expressions and the negative of such terms or other comparable terminology are intended to identify such forward-looking statements. Yellowstone disclaims any obligation to update those statements, except as applicable law may require it to do so, and cautions you not to rely unduly on them. While Yellowstone's management considers those expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond Yellowstone and Sky's control. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected
results. Most of these factors are outside Yellowstone's and Sky's control and
are difficult to predict. Factors that may cause such differences include, but
are not limited to: (i) the outcome of any legal proceedings that may be
instituted against Yellowstone and Sky following the execution of the Equity
Purchase Agreement and the Business Combination; (ii) the inability to maintain
the listing of the shares of common stock of the post-acquisition company on
Yellowstone cautions that the foregoing list of factors is not exclusive.
Yellowstone cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. For
information identifying important factors that could cause actual results to
differ materially from those anticipated in the forward-looking statements,
please refer to the Risk Factors section of Yellowstone's Annual Report on Form
10-K and the Definitive Proxy Statement as filed with the
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