CLARCOR Inc. (NYSE:CLC) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07. Submission of Matters to a Vote of Security Holders.
On February23, 2017, CLARCOR Inc., a Delaware corporation
(Clarcor), 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 December1, 2016 (as it may be amended from time to time, the Merger Agreement), by and among Clarcor, Parker-Hannifin Corporation, an Ohio corporation (Parker) and Parker Eagle Corporation, a Delaware corporation and wholly owned subsidiary of Parker (Merger Sub), to which Merger Sub will be merged with and into Clarcor (the Merger), with Clarcor surviving the Merger as a wholly owned subsidiary of Parker (the Merger Proposal); |
| (2) |
a proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Clarcors named executive officers in connection with the consummation of the Merger (the Advisory Compensation Proposal); and |
| (3) |
a proposal to approve the adjournment 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 41,581,119 shares of the
Companys common stock, representing approximately 85.37% of the
outstanding shares of the Companys 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 | ||||||
|
41,198,946.823073 |
294,260.678851 | 87,911.879494 |
Proposal Two Advisory Compensation
Proposal. The Advisory
Compensation Proposal was approved by the following vote:
|
For |
Against | Abstain | ||||||
|
23,898,719.971315 |
17,541,188.402786 | 141,211.007317 |
Proposal Three Adjournment
Proposal. The Adjournment Proposal
was approved by the following vote:
|
For |
Against | Abstain | ||||||
|
36,729,590.024876 |
4,721,965.409518 | 129,563.947024 |
With respect to the Adjournment Proposal, although the
adjournment proposal would have received sufficient votes to be
approved, no motion to adjourn was made because the adjournment
of the special meeting was determined not to be necessary or
appropriate.
About CLARCOR Inc. (NYSE:CLC)
CLARCOR Inc. provides filtration products, filtration systems and services, and consumer and industrial packaging products. The Company’s segments include Engine/Mobile Filtration and Industrial/Environmental Filtration. Its Engine/Mobile Filtration segment manufactures and sells filtration products for on-road and off-road mobile and stationary applications, including trucks, agricultural machinery, transit buses, locomotives, and other industrial and specialty applications. The Engine/Mobile Filtration segment’s products include first-fit filtration systems and replacement products, such as oil, air, fuel, coolant, transmission and hydraulic filters. The Company’s Industrial/Environmental Filtration segment manufactures and sells filtration products used in industrial and commercial processes, and in buildings and infrastructures of various types. The Industrial/Environmental Filtration segment’s products include liquid process, natural gas and air filtration products and systems. CLARCOR Inc. (NYSE:CLC) Recent Trading Information
CLARCOR Inc. (NYSE:CLC) closed its last trading session down -0.02 at 82.96 with 375,710 shares trading hands.