CST Brands, Inc. (CST) 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
On November 16, 2016, CST Brands, Inc. (the Company or CST) held
a special meeting of stockholders (the Special Meeting). At the
Special Meeting, 63,623,258 shares of the Companys common stock,
representing approximately 84% of the outstanding shares of the
Companys common stock entitled to vote as of the record date for
the Special Meeting, were represented in person or by proxy,
which constituted a quorum. The following table presents the
final voting results for the items that were presented for
stockholder vote at the Special Meeting.
a special meeting of stockholders (the Special Meeting). At the
Special Meeting, 63,623,258 shares of the Companys common stock,
representing approximately 84% of the outstanding shares of the
Companys common stock entitled to vote as of the record date for
the Special Meeting, were represented in person or by proxy,
which constituted a quorum. The following table presents the
final voting results for the items that were presented for
stockholder vote at the Special Meeting.
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For
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Against
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Abstain
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(1) A proposal to adopt the Agreement and Plan of
Merger, dated as of August 21, 2016 (as it may be amended from time to time, the merger agreement), by and among CST, Circle K Stores Inc. (Circle K), and Ultra Acquisition Corp. |
63,447,234
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103,809
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72,215
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(2) A proposal to approve, on an advisory (non-binding)
basis, certain compensation that may be paid or become payable to CSTs named executive officers in connection with the merger. |
62,272,881
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1,268,353
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82,024
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(3) A proposal to approve the adjournment of the
special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum. |
60,092,929
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3,498,480
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31,849
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Based on the voting as reported above, the Companys stockholders
approved all three proposals before them.
approved all three proposals before them.
Item 7.01 Other Events
On the afternoon of November 16, 2016, the Company received a
request for additional information and documentary material (a
Second Request) from the United States Federal Trade Commission
(FTC) with respect to the pending acquisition of the Company by
Alimentation Couche-Tard Inc. (Couche-Tard). Accordingly, the
waiting period imposed by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, will expire 30 days after
substantial compliance with the Second Request has been certified
by all parties to the transaction that received a Second Request,
unless that period is extended by court order or terminated
earlier by the FTC.
request for additional information and documentary material (a
Second Request) from the United States Federal Trade Commission
(FTC) with respect to the pending acquisition of the Company by
Alimentation Couche-Tard Inc. (Couche-Tard). Accordingly, the
waiting period imposed by the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, will expire 30 days after
substantial compliance with the Second Request has been certified
by all parties to the transaction that received a Second Request,
unless that period is extended by court order or terminated
earlier by the FTC.
Item 8.01 Other Events
On November 16, 2016, the Company issued a press release
announcing the results of the Special Meeting, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
announcing the results of the Special Meeting, a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No.
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Description of Exhibit
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99.1
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Press release, dated November 16, 2016
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About CST Brands, Inc. (CST)