General Cable Corporation (NYSE:BGC) Files An 8-K Submission of Matters to a Vote of Security Holders

General Cable Corporation (NYSE:BGC) 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.

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On February16, 2018, General Cable Corporation, a Delaware corporation (“General Cable”), held a special meeting of its common stockholders (the “Special Meeting”) to vote on proposals identified in General Cable’s definitive proxy statement filed with the Securities and Exchange Commission on January16, 2018.

As of January12, 2018, the record date for the Special Meeting, 50,623,497 shares of General Cable’s common stock were outstanding and entitled to vote at the Special Meeting. A quorum of 38,268,103 shares of common stock were represented in person or by proxy at the Special Meeting. The final voting results for each proposal are described below.

1. Proposal to adopt the Agreement and Plan of Merger, dated as of December3, 2017 (the “Merger Agreement”), by and among General Cable, Prysmian S.p.A. and Alisea Corp. (the “Merger Agreement Proposal”). The Merger Agreement Proposal received the affirmative vote of approximately 75.34% of the holders of the shares of common stock entitled to vote on this proposal.

For

Against

Abstain

Broker Non-Votes

38,140,754

102,471 24,878

2. Proposal to approve, by non-binding, advisory vote, certain compensation arrangements for General Cable’s named executive officers in connection with the merger contemplated by the Merger Agreement (the “Compensation Proposal”). The Compensation Proposal received the affirmative vote of approximately 80.24% of the holders of the votes cast with respect to this proposal.

For

Against

Abstain

Broker Non-Votes

30,561,315

7,524,209 182,579

3. 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 (the “Adjournment Proposal”). The Adjournment Proposal received the affirmative vote of approximately 96.27% of the holders of the votes cast with respect to this proposal.

For

Against

Abstain

Broker Non-Votes

36,801,038

1,424,567 42,498

On February16, 2018, General Cable issued a press release announcing the results of the Special Meeting. A copy of such press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

Item 5.07 Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.

Description

99.1 Press Release dated February16, 2018


GENERAL CABLE CORP /DE/ Exhibit
EX-99.1 2 d531203dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 General Cable Corporation Stockholders Approve Acquisition By Prysmian Group HIGHLAND HEIGHTS,…
To view the full exhibit click here

About General Cable Corporation (NYSE:BGC)

General Cable Corporation is engaged in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for use in the energy, industrial, construction, specialty and communications markets. The Company operates through four segments: North America, Europe, Latin America, and Africa/Asia Pacific. The Company additionally engages in the design, integration and installation on a turnkey basis for products, such as high and extra-high voltage terrestrial and submarine systems. The Company offers products in categories, including as electric utility, electrical infrastructure, communications, construction and rod mill. The Company offers products to the markets, including power generating stations; industrial applications; military; infrastructure; automotive aftermarket; industrial power and control; medical; telecom local loop; enterprise networking and multimedia applications, and industrial instrumentation control.

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