COMMAND SECURITY CORPORATION (NYSEAMERICAN: MOC) Files An 8-K Submission of Matters to a Vote of Security Holders

COMMAND SECURITY CORPORATION (NYSEAMERICAN: MOC) 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.

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On December 4, 2018, Command Security Corporation (the “Company,” “our” or “we”) held a special meeting of shareholders (the “Special Meeting”). The purpose of the Special Meeting was to consider and vote upon several proposals related to the Agreement and Plan of Merger, dated as of September 18, 2018 (the “Merger Agreement”), by and among the Company, Prosegur SIS (USA) Inc., a Florida corporation (“Parent”), and Crescent Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent (“Merger Sub”), to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).

At the Special Meeting, a total of 8,977,112 shares of common stock, or 88.57% of the 10,134,662 shares of issued and outstanding common stock held of record as of October 31, 2018, the record date for the Special Meeting, were present either in person or by proxy and constituted a quorum. At the Special Meeting, our shareholders voted on the matters set forth below, each of which were approved.

Our shareholders voted to approve the Merger Agreement. We set forth below the final vote tabulation of the shareholder vote on this proposal:

Votes For Votes Against Abstentions Broker Non-Votes
8,947,618 21,138 8,356
2.

Proposal 2—Advisory Vote on Specified Compensation for Named Executive Officers

Our shareholders voted to cast an advisory (non-binding) vote on specified compensation that may be received our named executive officers in connection with the Merger. We set forth below the final vote tabulation of the shareholder vote on this proposal:

Votes For Votes Against Abstentions Broker Non-Votes
8,300,164 299,936 377,012
3.

Proposal No. 3—Vote on Adjournment

Our shareholders voted to permit our board of directors to adjourn the Special Meeting, if necessary, to solicit additional proxies in favor of the proposal to approve the Merger Agreement. Such an adjournment was not necessary and the Special Meeting was not adjourned. We set forth below the final vote tabulation of the shareholder vote on this proposal:

Votes For Votes Against Abstentions Broker Non-Votes
8,856,464 104,703 15,945

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