Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously announced, on October 16, 2022, Archaea Energy Inc., a Delaware
corporation (the "Company" or "Archaea"), and LFG Acquisition Holdings LLC, a
subsidiary of the Company ("Opco"), entered into an Agreement and Plan of Merger
(the "Merger Agreement") with BP Products North America Inc., a Maryland
corporation ("Parent"), Condor RTM Inc., a Delaware corporation and a wholly
owned subsidiary of Parent ("Merger Sub"), and Condor RTM LLC, a Delaware
limited liability company and a wholly owned subsidiary of Parent ("Opco Merger
Sub"). Pursuant to the Merger Agreement, upon the terms and subject to the
conditions thereof, Merger Sub will be merged with and into the Company with the
Company continuing as the surviving corporation and a wholly owned subsidiary of
Parent (the "Company Merger"), and Opco Merger Sub will be merged with and into
Opco with Opco continuing as the surviving company and a wholly owned subsidiary
of Parent (the "Opco Merger" and, together with the Company Merger, the
"Mergers").
On December 13, 2022, the Company held a special meeting of stockholders (the
"Special Meeting") at which the stockholders considered and voted upon the
adoption of the Merger Agreement (the "Merger Proposal"). As of November 9,
2022, the record date for the Special Meeting (the "Record Date"), there were
120,645,305 shares of Class A common stock, par value $0.0001 per share (the
"Class A Common Stock"), and Class B common stock, par value $0.0001 per share
(the "Class B Common Stock" and, together with the Class A Common Stock, the
"Common Stock"), issued and outstanding and entitled to be voted at the Special
Meeting. Each holder of Common Stock is entitled to one vote for each share of
Common Stock held by such stockholder on the Record Date. A total of 95,664,143
shares of Common Stock were present virtually or represented by proxy at the
Special Meeting, which constituted a quorum to conduct business at the meeting.
At the Special Meeting, the Company's stockholders voted to approve the Merger
Proposal. Approval by the Company's stockholders of the Merger Agreement
satisfies one of the conditions to closing of the Mergers, and the transaction
remains subject to other customary closing conditions, including receipt of
certain regulatory approvals.
Set forth below are the final voting results on the proposal considered and
voted upon at the Special Meeting (the Merger Proposal), which is more fully
described in the Company's definitive proxy statement for the Special Meeting
filed with the Securities and Exchange Commission on November 14, 2022. The
proposal to approve the adjournment of the Special Meeting to a later date or
dates, if necessary or appropriate, to solicit additional proxies if there were
insufficient votes to adopt the Merger Agreement was not voted upon at the
Special Meeting because there were sufficient votes to approve the Merger
Proposal.
The Merger Proposal - The proposal to adopt the Merger Agreement was approved,
with the following votes cast at the Special Meeting:
Votes For Votes Against Abstentions Broker Non-Votes
95,482,303 93,890 87,950
0
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