Bob Evans Farms, Inc. (NASDAQ:BOBE) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
On January9, 2018, Bob Evans Farms, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders to consider and vote upon the following matters:
| (1) | a proposal to adopt the Agreement and Plan of Merger, dated as of September18, 2017 (as it may be amended from time to time,the “Merger Agreement”), by and among the Company, Post Holdings, Inc., a Missouri corporation (“Post”) and Haystack Corporation, a Delaware corporation and wholly-owned subsidiary of Post (“Merger Sub”), to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Post (the “Merger Proposal”); |
| (2) | a proposal to approve, on a non-binding, advisory basis, certain compensation that will be paid or become payable to the Company’s named executive officers in connection with the consummation of the Merger (the “Advisory Compensation Proposal”); and |
| (3) | a proposal to approve one or more adjournments of the special meeting from time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Merger Agreement or in the absence of a quorum (the “Adjournment Proposal”). |
At the special meeting, approximately 16,152,782 shares of the Company’s common stock, representing approximately 80.57% of the outstanding shares of the Company’s common stock entitled to vote as of the record date for the special meeting, were represented by person or by proxy, which constituted a quorum.
The final voting results for each item voted upon are set forth below:
Proposal One – Merger Proposal. The Merger Proposal was approved by the following vote:
|
For |
Against |
Abstain |
| 14,802,575 | 1,163,138 | 187,069 |
Proposal Two – Advisory Compensation Proposal. The Advisory Compensation Proposal was approved by the following vote:
|
For |
Against |
Abstain |
| 11,207,631 | 4,651,071 | 294,080 |
Proposal Three – Adjournment Proposal. Because the Merger Proposal was approved by the requisite number of shares of the Company’s common stock, as described above, the vote on the Adjournment Proposal was not called.
About Bob Evans Farms, Inc. (NASDAQ:BOBE)
Bob Evans Farms, Inc. (Bob Evans) is a full-service restaurant company. The Company produces and distributes pork sausage products and a range of home-style refrigerated side dishes and frozen food items under the Bob Evans, Owens and Country Creek brand names. These food products are distributed to customers throughout the United States. Additionally, the Company manufactures and sells similar products to foodservice customers, including Bob Evans Restaurants and other restaurants and food sellers. The Company operates in two segments: Bob Evans Restaurants and BEF Foods. As of April 29, 2016, the Company operated 527 Bob Evans Restaurants in 18 states. The BEF Foods segment offers a range of wholesome food products to retail and foodservice customers. The Company produces food products in its four manufacturing facilities. It produces sausage products at its plants located in Hillsdale, Michigan, and Xenia, Ohio.
