Dr Pepper Snapple Group,Inc. (NYSE:DPS) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders
On June29, 2018, Dr Pepper Snapple Group,Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at the offices of Baker Botts LLP, 2001 Ross Ave., Suite1100, Dallas, Texas, 75201. The matters voted upon at the Annual Meeting and the results are set forth below:
Proposal 1: Approval of the Stock Issuance Proposal
At the Annual Meeting, stockholders approved the issuance of Company common stock as merger consideration to the terms of the Merger Agreement, dated as of January29, 2018, by and among Maple Parent Holdings Corp. (“Maple Parent”), Salt Merger Sub,Inc. (“Merger Sub”) and the Company.
|
For |
Against |
Abstentions |
BrokerNon-Votes |
|
142,633,096 |
172,890 |
421,949 |
7,059,862 |
Proposal 2: Approval of the Charter Amendment Proposal
At the Annual Meeting, stockholders approved an amendment to the certificate of incorporation of the Company to provide for (i)an increase in authorized shares to permit issuance of a sufficient number of shares as merger consideration and (ii)a change of the Company name to “Keurig Dr Pepper Inc.”
|
For |
Against |
Abstentions |
BrokerNon-Votes |
|
142,006,091 |
795,671 |
426,173 |
7,059,862 |
Proposal 3: Approval of the Transaction Compensation Proposal
At the Annual Meeting, stockholders approved a resolution (on a non-binding advisory basis) regarding compensation that may become payable to the Company’s named executive officers in connection with the merger of Merger Sub with and into Maple Parent.
|
For |
Against |
Abstentions |
BrokerNon-Votes |
|
121,073,558 |
21,026,516 |
1,127,861 |
7,059,862 |
Proposal 4: Approval of the Adjournment Proposal
At the Annual Meeting, stockholders approved the proposal to adjourn the annual meeting for a period of not more than 30 days, if necessary, in the event that there are not sufficient votes to approve items 1 or 2 above.
|
For |
Against |
Abstentions |
BrokerNon-Votes |
|
116,410,836 |
26,352,199 |
464,900 |
7,059,862 |
Proposal 5: Approval of the Election Proposal
At the Annual Meeting, stockholders approved the election of the following directors — David E. Alexander, Antonio Carrillo, José M. Gutiérrez, Pamela H. Patsley, Ronald G. Rogers, Wayne R. Sanders, Dunia A. Shive, M. Anne Szostak and Larry D. Young — to hold office for a one-year term and until their respective successors shall have been duly elected and qualified.
|
For |
Against |
Abstentions |
BrokerNon-Votes |
|
|
David E. Alexander |
143,030,980 |
77,719 |
119,236 |
7,059,862 |
|
Antonio Carrillo |
143,023,164 |
85,261 |
119,510 |
7,059,862 |
|
José M. Gutiérrez |
142,357,149 |
751,796 |
118,990 |
7,059,862 |
|
Pamela H. Patsley |
142,869,986 |
241,643 |
116,306 |
7,059,862 |
|
Ronald G. Rogers |
142,523,894 |
585,836 |
118,205 |
7,059,862 |
|
Wayne R. Sanders |
142,523,037 |
585,980 |
118,918 |
7,059,862 |
|
Dunia A. Shive |
142,310,286 |
794,115 |
123,534 |
7,059,862 |
|
M. Anne Szostak |
141,307,053 |
1,803,330 |
117,552 |
7,059,862 |
|
Larry D. Young |
143,028,464 |
82,492 |
116,979 |
7,059,862 |
Proposal 6: Approval of the Ratification Proposal
At the Annual Meeting, stockholders approved the appointment of Deloitte& Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2018.
|
For |
Against |
Abstentions |
|
148,728,059 |
1,424,414 |
135,324 |
Proposal 7: Approval of the 2017 Compensation Proposal
At the Annual Meeting, stockholders approved the compensation of the Company’s named executive officers.
|
For |
Against |
Abstentions |
BrokerNon-Votes |
|
137,416,096 |
4,758,900 |
1,052,939 |
7,059,862 |
Proposal 8: Stockholder Proposal Regarding Risks of Obesity
At the Annual Meeting, stockholders did not approve the stockholder proposal regarding risks of obesity.
|
For |
Against |
Abstentions |
BrokerNon-Votes |
|
5,890,837 |
135,547,478 |
1,789,620 |
7,059,862 |