M III ACQUISITION CORP. (NASDAQ:MIII) Files An 8-K Unregistered Sales of Equity SecuritiesItem 9.01 Unregistered Sale of Equity Securities.
The disclosure set forth in Item 9.01 of this Current Report on Form8-K is incorporated by reference herein.The shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to be issued in connection with the advisor commitment agreement described below in Item 9.01 hereof will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon the exemption from registration provided in Section4(a)(2)of the Securities Act and/or Regulation D promulgated thereunder.
Item 9.01 Submission of Matters to a Vote of Security Holders
Present at the special meeting of stockholders (the “Special Meeting”) of the Company on March21, 2018 were holders of 15,840,890 shares of Common Stock in person or by proxy, representing 82.46% of the voting power of the shares of the Common Stock as of February9, 2018, the record date for the Special Meeting, and constituting a quorum for the transaction of business.
The stockholders of the Company voted on the below items at the Special Meeting; each proposal is described in more detail in the proxy statement filed with the Securities and Exchange Commission on February9, 2018 (as supplemented by the proxy supplement filed with the SEC on March 8, 2018 and the proxy supplement filed with the SEC on March 20, 2018, the “Proxy Statement”) and incorporated by reference in this Current Report on Form8-K. Additionally, the following is a tabulation of the votes with respect each proposal:
1. To adopt the Agreement and Plan of Merger, dated as of November 3, 2017, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 thereto, by and among the Company, IEA Services, Merger Sub I, Merger Sub II, Seller, Oaktree, solely in its capacity as the Seller’s representative and, solely for purposes of certain sections therein, the Sponsors, which provided for, among other things, the merger of Merger Sub I with and into IEA Services with IEA Services surviving such merger and, immediately thereafter, merging with and into Merger Sub II with Merger Sub II surviving such merger as an indirect, wholly-owned subsidiary of the Company and, the issuances in connection therewith of shares of the Common Stock, and shares of the registrant’s Series A preferred stock, par value $0.0001 per share (together with the other transactions contemplated by the Merger Agreement, the “Business Combination”).
For |
Against |
Abstain |
15,652,257 |
188,633 |
|
Based on the votes set forth above, the stockholders adopted the Merger Agreement, and approved the Business Combination.
2. To approve the issuance of an additional 65,000,000 shares of Common Stock in connection with the Business Combination.
For |
Against |
Abstain |
15,652,257 |
188,633 |
|
Based on the votes set forth above, the stockholders approved the issuance of an additional 65,000,000 shares of Common Stock in connection with the Business Combination.
3. To amend the Company’s certificate of incorporation to provide for the classification of the board of directors into three classes of directors with staggered terms of office and to make certain related changes.
For |
Against |
Abstain |
15,651,657 |
189,233 |
|
Based on the votes set forth above, the stockholders ratified the amendment of the Company’s certificate of incorporation to provide for the classification of the board of directors into three classes of directors with staggered terms of office.
4. To amend the Company’s certificate of incorporation to change the stockholder vote required to amend certain provisions of the post-combination company’s proposed certificate of incorporation and bylaws.
For |
Against |
Abstain |
15,624,807 |
215,483 |
|