CONYERS PARK ACQUISITION CORP. (NASDAQ:CPAA) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
Present at the special meeting in lieu of the 2017 annual meeting of the shareholders of Conyers Park Acquisition Corp. (the “Company”) on July 5, 2017 (the “Meeting”) were holders of 43,803,848 shares of the Company’s common stock in person or by proxy, representing 87.06% of the voting power of the shares of the common stock as of May 26, 2017, the record date for the Meeting, and constituting a quorum for the transaction of business.
The shareholders of the Company voted on the following items at the meeting:
1.Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of April 10, 2017, as it may be amended from time to time, which is referred to as the “Merger Agreement,” to which (a) Conyers Park Merger Sub, Inc., (“Parent Merger Sub”) a wholly-owned subsidiary of The Simply Good Foods Company (“Simply Good Foods”), will merge with and into the Company with the Company surviving such merger (the “Parent Merger”), and (b) immediately after the Parent Merger, Conyers Park Merger Sub 1, Inc., a wholly-owned subsidiary of Simply Good Foods will merge with and into NCP-ATK Holdings, Inc. (“Atkins”), with Atkins surviving such merger (together with the Parent Merger, the “Business Combination”), as a result of which the Company and Atkins will become wholly-owned subsidiaries of Simply Good Foods (this proposal is referred to herein as the “Business Combination Proposal”); and
2. The Adjournment Proposal — To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (this proposal is referred to herein as the “Adjournment Proposal”).
The voting results for each of these proposals are set forth below.
1.Approval of the Business Combination Proposal
| For | Against | Abstain |
| 43,803,848 |
Based on the votes set forth above, the shareholders approved and adopted the Merger Agreement and approved the transactions contemplated thereby, including the Business Combination.
2.Approval of the Adjournment Proposal
| For | Against | Abstain |
| 43,803,048 |
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 Meeting was determined not to be necessary or appropriate.