G&K Services, Inc. (NASDAQ:G) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 15, 2016, GK Services, Inc. (the Company) held its
annual meeting of shareholders (the Annual Meeting) and the
Companys shareholders voted on the matters set forth below.The
proposals are described in detail in the definitive proxy
statement on Schedule 14A that the Company filed on September 29,
2016 with the Securities and Exchange Commission, as supplemented
on October 28, 2016.The final voting results on each of the
matters submitted to a vote of the Companys shareholders at the
Annual Meeting are set forth below.There were 19,721,644 shares
of Class A common stock issued and outstanding on the record date
for and entitled to vote at the Annual Meeting, and 18,127,332
shares were represented in person or by proxy at the Annual
Meeting, which number constituted a quorum.
Each of the proposals presented were approved by the shareholders
entitled to vote at the Annual Meeting and the three Class III
nominees for election to the Board of Directors of the Company
were elected, each for a three-year term.As a result of
shareholder approval of the proposal to approve the Agreement and
Plan of Merger (Proposal 1), the Company did not utilize the
discretionary authority granted by shareholder approval of the
proposal to approve the adjournment of the Annual Meeting
(Proposal3).
1. |
The proposal to approve the Agreement and Plan of Merger, dated as of August 15, 2016, by and among the Company, Cintas Corporation, a Washington corporation (Cintas), and Bravo Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Cintas (Merger Sub) was approved based upon the following votes: |
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17,214,771 | |||
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136,785 | |||
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20,561 | |||
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755,215 |
2. |
The proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Companys named executive officers in connection with the merger was approved based upon the following votes: |
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16,761,987 | |||
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502,623 | |||
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107,507 | |||
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755,215 |
3. |
The proposal to approve the adjournment of the Annual Meeting, ifnecessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the proposal to approve the merger agreement or in the absence of a quorum was approved based upon the following votes: |
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16,896,377 | |||
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1,205,769 | |||
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25,186 | |||
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755,215 |
4. |
The Class III nominees for election to the Board of Directors of the Company were elected, each for a three-year term, based upon the following votes: |
| Nominee | For | Against | Abstentions | BrokerNon-Votes | ||||
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17,087,430 | 120,859 | 163,828 | 755,215 | ||||
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15,974,150 | 1,289,086 | 108,881 | 755,215 | ||||
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16,805,695 | 457,569 | 108,853 | 755,215 |
5. |
The proposal to ratify the appointment of KPMG LLP, independent registered public accounting firm, as the Companys independent auditors for fiscal year 2017 was approved based upon the following votes: |
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18,095,628 | |||
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19,905 | |||
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11,799 |
There were no broker non-votes for this item.
6. |
The proposal to approve, on an advisory (non-binding) basis, the compensation of the Companys named executive officers was approved based upon the following votes: |
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16,657,260 | |||
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684,028 | |||
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30,829 | |||
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755,215 |
Item 8.01Other Events
On November 15, 2016, the Company issued a press release
announcing the results of the Annual Meeting. The press release
is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01Financial Statements and Exhibits
| (d) | Exhibits. | |||
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About G&K Services, Inc. (NASDAQ:G)
