ClubCorp Holdings, Inc. (NYSE:MYCC) Files An 8-K Submission of Matters to a Vote of Security Holders

ClubCorp Holdings, Inc. (NYSE:MYCC) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 9.01. Submission of Matters to a Vote of Security Holders.

We held a special meeting of stockholders on September 15, 2017 (the “Special Meeting”). The matters that were submitted to our stockholders for approval at the Special Meeting and the voting results with respect to each matter are set forth below. The proposals related to each matter are described in detail in our definitive Proxy Statement filed with the Securities and Exchange Commission on August 8, 2017.

1. Approval of Merger Agreement. The Agreement and Plan of Merger, dated as of July 9, 2017, as it may be amended or modified from time to time, among ClubCorp Holdings, Inc., Constellation Club Parent, Inc. (“Parent”), and Constellation Merger Sub Inc. (“Merger Sub”) (the “Merger Agreement”) was approved. Voting results were as follows:

2. Advisory Vote on Named Executive Officer Merger-Related Compensation. The non-binding advisory vote on certain compensation that will or may become payable to the named executive officers of ClubCorp Holdings, Inc. in connection with the merger contemplated by the Merger Agreement was approved. Voting results were as follows:

The vote to approve such compensation was advisory only and the result is not binding on the Company or Parent and is not a condition to consummation of the merger contemplated by the Merger Agreement.

In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting to for the purpose of soliciting additional proxies in favor of the proposal to approve the Merger Agreement if there are not sufficient votes at the time of the special meeting to approve the Merger Agreement. Because there were sufficient votes from the Company’s stockholders to approve the proposal to approve the Merger Agreement, adjournment of the Special Meeting was unnecessary and the proposal to adjourn the Special Meeting was not called.

Item 9.01. Other Events.

On September 15, 2017, the Company issued a press release announcing the results of the Special Meeting, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Forward Looking Statements

This Current Report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with respect to the proposed transaction and the merger (the “Merger”) of Merger Sub with and into the Company on the terms and subject to the conditions set forth in the Merger Agreement, the benefits of the proposed transaction and the anticipated timing of the proposed transaction. Forward-looking statements can be generally identified by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “continue” or similar terminology. These statements reflect only the Company’s current expectations and are not guarantees of

future performance or results. Forward-looking information involves risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements. Specific factors that could cause actual results to differ from results contemplated by forward-looking statements include, among others, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the failure to satisfy the conditions to completion of the Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks regarding the failure of Parent to obtain the necessary financing to complete the Merger; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; the effect of the announcement of the Merger on the Company’s relationships with its members, operating results and business generally; the risk that certain approvals or consents will not be received in a timely manner or that the Merger will not be consummated in a timely manner; the risk of exceeding the expected costs of the Merger; adverse changes in U.S. and non-U.S. governmental laws and regulations; adverse developments in the Company’s relationships with its employees; capital market conditions, including availability of funding sources for us; changes in our credit ratings; risks related to our increased indebtedness, including our ability to meet certain financial covenants in our debt instruments; the risk of litigation, including stockholder litigation in connection with the proposed transaction, and the impact of any adverse legal judgments, fines, penalties, injunctions or settlements; and volatility in the market price of our stock.

Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. We assume no obligation (and specifically disclaim any such obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. For additional discussion of potential risks and uncertainties that could impact our results of operations or financial position, refer to Part I, Item 1A. Risk Factors in our Form 10-K for the fiscal year ended December 27, 2016, as amended (our “2016 Form 10-K”). There have been no material changes to the risk factors disclosed in Part I, Item 1A. Risk Factors in our 2016 Form 10-K.

ClubCorp Holdings, Inc. ExhibitEX-99.1 2 exhibit991-pressrelease.htm EXHIBIT 99.1 PRESS RELEASE Exhibit Exhibit 99.1ClubCorp Stockholders Approve Acquisition By An Affiliate of Certain FundsManaged By Affiliates of Apollo Global Management,…To view the full exhibit click here
About ClubCorp Holdings, Inc. (NYSE:MYCC)
ClubCorp Holdings, Inc. is a membership-based leisure company. The Company is the owner-operator of private golf and country clubs, and business, sports and alumni clubs in North America. The Company’s segments include Golf and Country Clubs; Business, Sports and Alumni Clubs, and Other. The Company’s Golf and country club operations consist of private country clubs, golf clubs and public golf facilities. The Company’s Business, sports and alumni club operations consist of business clubs, business/sports clubs, sports clubs and alumni clubs. The Company’s portfolio of approximately 210 owned or operated clubs, with over 183,000 memberships, served over 430,000 individual members. Its facilities are located in approximately 30 states of the United States, including California, Georgia, Arizona, Nevada, Colorado, Ohio, Kansas, North Carolina, New York and Florida; the District of Columbia in the United States; Cozumel and Puerto Vallarta in Mexico, and Beijing and Hangzhou in China.