ENTERPRISE DIVERSIFIED, INC. Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of
At the Special Meeting, the stockholders voted on three proposals. The proposals
are described in detail in the Company's joint proxy statement/prospectus filed
on a form S-4 by the Company with the
Proposal One- The Business Combination Proposal
The vote to approve and adopt the Merger Agreement and the transactions contemplated thereby is set forth below:
Votes For Votes Against Abstentions 1,980,209 33,705 301
Proposal One received the required number of votes to adopt the Business Combination Proposal.
Proposal Two- The Organizational Documents Proposals
The vote to approve and adopt, on a non-binding advisory basis the material differences between ENDI's Amended Articles of Incorporation and Amended Bylaws and the proposed certificate of incorporation of the New Parent and the material differences between the current and proposed certificate of incorporation are divided into five items set forth below:
Organizational Documents Proposal A- to approve the authorization and designation of New Parent Class A Common Stock and New Parent Class B Common Stock.
Votes For Votes Against Abstentions 1,876,862 39,084 98,269
Organizational Documents Proposal B- to approve that holders of the New Parent Class B Common Stock, voting together as a single class, shall have: (i) the right to designate a number of directors of the New Parent board (rounded up to the nearest whole number) equal to the percentage of the New Parent's Common Stock beneficially owned by the holders of New Parent Class B Common Stock and their Affiliates at the time of such designation, provided however, that for purposes of this designation right, the holders of the New Parent Class B Common Stock, voting together as a single class, shall have the right to designate not more than a majority of the members of the Board of Directors then in office and, provided further that so long as holders of New Parent Class B Common Stock and their Affiliates beneficially own at least 5.0% of the total outstanding shares of Common Stock of New Parent, holders of New Parent Class B Common Stock, voting together as a single class, shall have the right to designate at least one director.
Votes For Votes Against Abstentions 1,786,457 29,984 197,774
Organizational Documents Proposal C- to approve that the affirmative vote of the holders of at least eighty percent (80%) of the total voting power of all the then outstanding shares of Common Stock of New Parent entitled to vote, voting together as a single class, will be required to amend to the New Parent's Proposed Bylaws.
Votes For Votes Against Abstentions 1,777,207 40,034 196,974
Organizational Documents Proposal D- to approve that any action required or permitted to be taken by the holders of Common Stock of New Parent must be effected at a duly called annual or special meeting of the stockholders and may not be effected by consent unless the action is recommended by all of the directors then sitting.
Votes For Votes Against Abstentions 1,788,307 28,134 197,774
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Organizational Documents Proposal E- to approve the new forum selection clause
that states unless otherwise consented to by New Parent, the
Votes For Votes Against Abstentions 1,789,117 27,284 197,814
Proposal Two received the required number of votes to adopt the Organizational Documents Proposals.
Proposal Three- The Adjournment Proposal
The vote to approve an adjournment of the Special Meeting to a later date 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 not sufficient votes to approve the Business Combination Proposal or the Organizational Documents Proposals is set forth below:
Votes For Votes Against Abstentions 1,985,640 24,707 3,868
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