Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Holders of record of shares of the Company's Class A common stock ("Company
Common Stock") and the Company's Series A perpetual preferred stock ("Company
Preferred Stock") as of the close of business on
At the Special Meeting, a total of 81,166,734 shares of Company Common Stock and Company Preferred Stock, representing approximately 74.73% of the combined voting power of all of the outstanding shares of Company Common Stock and Company Preferred Stock entitled to vote at the Special Meeting, were present in person or by valid proxies at the Special Meeting, which constituted a quorum.
At the Special Meeting, the Company's stockholders considered and voted upon the
proposals described below, each of which is further described in the Company's
definitive proxy statement on Schedule 14A, filed with the
Proposal 1. A proposal to adopt the Merger Agreement and approve the Merger. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company's stockholders:
Votes For Votes Against Abstentions 56,856,064 23,850,566 460,104
In addition, under applicable Canadian securities laws, the Merger was also required to be approved by a majority of votes cast at the Special Meeting by holders of shares of Company Common Stock, excluding those holders of shares of Company Common Stock whose votes were required to be excluded from such vote pursuant to such laws, as described in the Proxy Statement. The following is a tabulation of such vote:
Votes For Votes Against 45,246,014 23,850,566
Proposal 2. A proposal to approve, 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. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company's stockholders:
Votes For Votes Against Abstentions 56,987,457 21,476,099 2,703,178
Proposal 3. A proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the proposal to adopt the Merger Agreement and approve the Merger. Because there were sufficient votes at the Special Meeting to approve the Merger, the Company's stockholders were not asked to vote with respect to this third proposal at the Special Meeting.
2 Item 8.01. Other Events.
On
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in the press release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 and "forward-looking information" within the meaning of Canadian
securities laws. Such statements include statements concerning anticipated
future events and expectations that are not historical facts, including the
anticipated closing of the Transaction. All statements other than statements of
historical fact are statements that could be deemed forward-looking statements.
Forward-looking statements are typically identified by words such as "believe,"
"expect," "anticipate," "intend," "target," "estimate," "continue," "positions,"
"plan," "predict," "project," "forecast," "guidance," "goal," "objective,"
"prospects," "possible" or "potential," by future conditional verbs such as
"assume," "will," "would," "should," "could" or "may," or by variations of such
words or by similar expressions or the negative thereof. Actual results may vary
materially from those expressed or implied by forward-looking statements based
on a number of factors related to the pending acquisition of the Company,
including, without limitation, (1) risks related to the consummation of the
Merger, including the risks that (a) the Merger may not be consummated within
the anticipated time period, or at all, and (b) other conditions to the
consummation of the Merger under the Merger Agreement may not be satisfied; (2)
the effects that any termination of the Merger Agreement may have on the Company
or its business, including the risks that (a) the price of the Company's common
stock may decline significantly if the Merger is not completed, (b) the Merger
Agreement may be terminated in circumstances requiring the Company to pay Parent
a termination fee, or (c) the circumstances of the termination, including the
possible imposition of a 12-month tail period during which the termination fee
could be payable upon certain subsequent transactions, may have a chilling
effect on alternatives to the Merger; (3) the effects that the announcement or
pendency of the Merger may have on the Company and its business, including the
risks that as a result (a) the Company's business, operating results or stock
price may suffer, (b) the Company's current plans and operations may be
disrupted, (c) the Company's ability to retain or recruit key employees may be
adversely affected, (d) the Company's business relationships (including with
suppliers, off-takers, and business partners) may be adversely affected, (e) the
Company is not able to access the debt or equity markets on favorable terms, or
at all, or (f) the Company's management's or employees' attention may be
diverted from other important matters; (4) the effect of limitations that the
Merger Agreement places on the Company's ability to operate its business or
engage in alternative transactions; (5) the nature, cost and outcome of pending
and future litigation and other legal proceedings, including any such
proceedings related to the Merger and instituted against the Company and others;
(6) the risk that the Merger and related transactions may involve unexpected
costs, liabilities or delays; (7) the Company's ability to continue paying a
quarterly dividend; and (8) other economic, business, competitive, legal,
regulatory, and/or tax factors under the heading "Risk Factors" in Part I, Item
1A of the Company's Annual Report on Form 10-K for the fiscal year ended
Item 9.01. Exhibits. d. Exhibits Exhibit Number Description 99.1 Press release issued byPattern Energy , datedMarch 10, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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