GENER8 MARITIME,INC. (NYSE:GNRT) 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 June11, 2018, Gener8 Maritime,Inc. (the “Company” or “Gener8”) held a special meeting of shareholders (the “Special Meeting”) to consider and vote on (i)a proposal to approve the Agreement and Plan of Merger, dated as of December20, 2017, by and among the Company, Euronav MI Inc. (“Merger Sub”) and Euronav NV (the “Merger Agreement”), and the transactions contemplated thereby (the “Merger”), and (ii)a proposal to adjourn the Special Meeting, if necessary, to permit further solicitation of proxies if there were not sufficient votes at the time of the Special Meeting to approve the Merger Agreement.
At the Special Meeting, shareholders of record as of May3, 2018, the record date for the Special Meeting, were entitled to vote 83,267,426 shares of the Company’s common stock, each having one vote per share. A total of 67,469,220 shares of common stock (81.03% of all such shares entitled to vote at the Special Meeting) were represented at the Special Meeting in person or by proxy.
At the Special Meeting, the shareholders of the Company (i)approved the Merger Agreement and the transactions contemplated thereby, and (ii)approved adjournments or postponements of the Special Meeting, if necessary, to permit further solicitation of proxies if there were not sufficient votes at the time of the meeting to approve the Merger Agreement. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders.
Approval of Merger Agreement
The shareholders of the Company approved the Merger Agreement and the Merger. The voting results were as follows:
VotesFor |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
67,346,352 |
90,192 |
32,676 |
|
Approval of Adjournments or Postponements
The shareholders of the Company approved adjournments or postponements of the Special Meeting, if necessary, to permit further solicitation of proxies if there were not sufficient votes at the time of the meeting to approve the Merger Agreement. The voting results were as follows:
VotesFor |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
65,952,644 |
1,484,090 |
32,486 |
|
Item 8.01. Other Events.
Subject to the satisfaction of the remaining conditions to the closing of the Merger in accordance with the terms of the Merger Agreement, the Company currently expects the Merger to close on or around June12, 2018.
Cautionary Statement Regarding Forward-Looking Statements
This Form8-K, including information incorporated by reference into this Form8-K, may contain forward-looking statements, including, for example, but not limited to, statements about management expectations, strategic objectives, strategic opportunities, growth opportunities, business prospects, regulatory proceedings, transaction synergies and other benefits of the Merger, and other similar matters. Forward-looking statements are not statements of historical facts and represent only Euronav’s or Gener8’s beliefs regarding future events, which are inherently uncertain. Forward-looking statements are typically identified by words such as “anticipates,” “believes,” “budgets,” “could,” “estimates,” “expects,” “forecasts,” “foresees,” “goal,” “intends,” “likely,” “may,” “might,” “plans,”