Fortress Investment Group LLC (NYSE:FIG) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
At the Special Meeting of Shareholders held on July12, 2017 (the “Special Meeting”), the shareholders of Fortress Investment Group LLC (the “Company”) voted on the matters described below.
1. The Company’s shareholders adopted the Agreement and Plan of Merger (the “Merger Agreement”), dated February14, 2017, by and among the Company, SB Foundation Holdings LP, a Cayman Islands exempted limited partnership (“Parent”), and Foundation Acquisition LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), thereby approving the transactions contemplated by the Merger Agreement, including the merger (the “Merger”) of Merger Sub with and into the Company (the “Merger Agreement Proposal”). The numbers of shares that voted for, against, abstained from voting for or against, and represented broker non-votes with respect to the Merger Agreement Proposal are summarized in the table below:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes* |
| 244,366,242 | 293,515 | 379,841 |
2. The Company’s shareholders approved, on a non-binding, advisory basis, certain compensation that will or may become payable by the Company to its named executive officers in connection with the Merger (the “Compensation Proposal”). The numbers of shares that voted for, against, abstained from voting for or against, and represented broker non-votes with respect to the Compensation Proposal are summarized in the table below:
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes* |
| 239,937,232 | 2,841,836 | 2,260,530 |
In connection with the Special Meeting, the Company also solicited proxies with respect to the postponement of the Special Meeting to a later date, if necessary or appropriate, to allow the board of directors of the Company to solicit additional proxies if there are holders of an insufficient number of ClassA shares and Class B shares present or represented by proxy at the Special Meeting to constitute a quorum at the Special Meeting (the “Postponement Proposal”). Because the Merger Agreement Proposal was approved, the Postponement Proposal was not needed and, therefore, no vote was taken on the Postponement Proposal.
Each proposal is described in detail in the Company’s definitive proxy statement, which was filed with the U.S. Securities and Exchange Commission on June7, 2017, and first mailed to the Company’s shareholder on or about June12, 2017.
As of the close of business on June6, 2017, the record date for the Special Meeting, there were 218,008,370 ClassA shares and 169,207,335 Class B shares of the Company outstanding and entitled to vote, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, 75,832,263 ClassA shares and 169,207,335 Class B shares of the Company, representing approximately 63.3% of the Company’s ClassA shares and Class B shares, voting together as a single class, outstanding and entitled to vote, were present in person or by proxy, which constituted a quorum to conduct business.
On July12, 2017, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.07.
| Item 5.07. | Financial Statements and Exhibits. |
|
Exhibit |
Description |
|
99.1 |
Press Release, dated July 12, 2017. |
Fortress Investment Group LLC ExhibitEX-99.1 2 d399004dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Fortress Shareholders Approve Proposed Acquisition by SoftBank New York,…To view the full exhibit click here
About Fortress Investment Group LLC (NYSE:FIG)
Fortress Investment Group LLC (Fortress) is an investment management firm with approximately $70.5 billion in assets under management (AUM). The Company operates through segments, including private equity funds, permanent capital vehicles, credit hedge funds, credit PE funds, liquid hedge funds and Logan Circle. Its business is to sponsor the formation of, and provide investment management services for, various investment funds, permanent capital vehicles and related managed accounts (collectively, the Fortress Funds). Fortress makes investments in these funds. Fortress’s primary sources of income from the Fortress Funds are management fees, incentive income and investment income on its investments in the funds. The Company’s private equity business manages approximately $15.8 billion of AUM; credit funds business manages over $18.1 billion of AUM; liquid hedge funds business manages over $5.4 billion of AUM, and Logan Circle business manages approximately $31.2 billion of AUM.