Accuride Corporation (NASDAQ:ACW) 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.
At the special meeting of the stockholders of Accuride
Corporation, a Delaware corporation (the Company) held on
November 15, 2016 at 10:00 a.m. Eastern Time (the Special
Meeting), the stockholders approved the following proposals:
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1. |
Proposal to adopt the Agreement and Plan of Merger, dated September 2, 2016 (the Merger Agreement), by and among the Company, Armor Parent Corp., a Delaware corporation (Parent), and Armor Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (the Merger Agreement Proposal). The proposal was approved with a vote of 27,626,640 shares in favor, 13,421,352 shares against, 352,261 abstentions and 0 broker non-votes. |
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2. |
Proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. The proposal was approved with a vote of 27,128,773 shares in favor, 13,922,167 shares against, 349,313 abstentions and 0 broker non-votes. Sufficient votes were received to approve this proposal; however this proposal was not necessary following the approval of the Merger Agreement Proposal and was therefore not implemented. |
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3. |
Proposal to approve, by non-binding, advisory vote, certain compensation that will or may become payable to the Companys named executive officers in connection with the Merger (as defined in the Merger Agreement). The proposal was approved with a vote of 25,443,139 shares in favor, 14,826,918 shares against, 1,130,196 abstentions and 0 broker non-votes. |
Each proposal is described in detail in the Companys definitive
proxy statement, dated October 17, 2016, which was filed with the
Securities and Exchange Commission (the SEC) on October 17, 2016,
and first mailed to the Companys stockholders on or about October
17, 2016.
As of the close of business on the record date for the Special
Meeting, which was October 10, 2016, there were 48,323,007 shares
of the Companys common stock outstanding and entitled to vote at
the Special Meeting. Each share of the Companys common stock was
entitled to one vote per share. A total of 41,400,253 shares of
the Companys common stock, representing approximately 85.67% of
the Companys shares of common stock outstanding as of the record
date for the Special Meeting were represented in person or by
proxy at the Special Meeting, and constituted a quorum to conduct
business at the Special Meeting.
Item 8.01 Other Events.
On November 15, 2016, the Company issued a press release
announcing the results of the Special Meeting. A copy of the
press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 |
Press Release, dated November 15, 2016, entitled Accuride
Shareholders Approve Transaction With Crestview. |
Forward-Looking Statements
This Current Report on Form 8-K and Exhibit 99.1 hereto may
contain forward-looking statements within the meaning of the
U.S. securities laws, including Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including statements
regarding the proposed merger contemplated by the Merger
Agreement (the proposed transaction) and the ability to
consummate the proposed transaction. These forward-looking
statements generally include statements that are predictive in
nature and depend upon or refer to future events or conditions,
and include words such as believes, plans, anticipates,
projects, estimates, expects, intends, strategy, future,
opportunity, may, will, should, could, potential or similar
expressions. Statements that are not historical facts are
forward-looking statements. Forward-looking statements are
based on current beliefs and assumptions that are subject to
risks and uncertainties. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date they are made. Actual results could differ
materially from those contained in any forward-looking
statement as a result of various factors, including, without
limitation: (1) the conditions to the closing of the proposed
transaction may not be satisfied (2) the proposed transaction
may involve unexpected costs, liabilities or delays (3) the
business of the Company may suffer as a result of uncertainty
surrounding the proposed transaction (4) the outcome of any
legal proceedings related to the proposed transaction (5) the
Company may be adversely affected by other economic, business,
legislative, regulatory and/or competitive factors (6) the
occurrence of any event, change or other circumstances that
could give rise to the termination of the Merger Agreement (7)
risks that the proposed transaction disrupts current plans and
operations and the potential difficulties in employee retention
as a result of the proposed transaction (8) the failure by
Armor Parent Corp. or Armor Merger Sub Corp. to obtain the
necessary debt and equity financing arrangements set forth in
the commitment letters received in connection with the proposed
transaction and (9) other risks to consummation of the proposed
transaction, including the risk that the proposed transaction
will not be consummated within the expected time period or at
all. If the proposed transaction is consummated, the Companys
stockholders will cease to have any equity interest in the
Company and will have no right to participate in its earnings
and future growth. The foregoing review of important factors
that could cause actual results to differ from expectations
should not be construed as exhaustive and should be read in
conjunction with statements that are included herein and
elsewhere, including the Companys filings with the SEC,
including its Annual Report on Form 10-K for the year ended
December 31, 2015, the definitive proxy statement for its 2016
Annual Meeting of Stockholders, the definitive proxy statement
filed in connection with the proposed transaction and recent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
filed with the SEC, which are available on the SECs website at
www.sec.gov. Except as required by applicable law, the Company
undertakes no obligation to update any forward-looking
statement, or to make any other forward-looking statements,
whether as a result of new information, future events or
otherwise. The Company does not intend, and assumes no
obligation, to update any forward-looking statements. The
Companys filings with the SEC, including its Annual Report on
Form 10-K for the year ended December 31, 2015, the definitive
proxy statement for its 2016 Annual Meeting of Stockholders,
the definitive proxy statement filed in connection with the
proposed transaction and recent Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K filed with the SEC, are
available on the SECs website at www.sec.gov.
About Accuride Corporation (NASDAQ:ACW)
