HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (NYSE:HAR) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07
|
Submission of Matters to a Vote of Security Holders. |
On February17, 2017, Harman International Industries,
Incorporated, a Delaware corporation (the Company), held a
special meeting of stockholders (the Special Meeting) in
connection with its previously announced entry into the Agreement
and Plan of Merger, dated as of November14, 2016 (as it may be
amended from time to time, the Merger Agreement), with Samsung
Electronics Co., Ltd., a Korean corporation (Samsung), Samsung
Electronics America, Inc., a New York corporation and wholly
owned subsidiary of Samsung (Samsung USA), and Silk Delaware,
Inc., a Delaware corporation and wholly owned subsidiary of
Samsung USA (Merger Sub) to which (and subject to the terms and
conditions thereof) Merger Sub will be merged with and into the
Company (the Merger), and each outstanding share of common stock,
par value $0.01 per share, of the Company, other than shares
owned by the Company, any wholly owned subsidiary of the Company,
Samsung, Samsung USA or Merger Sub, or by stockholders who have
properly exercised and perfected appraisal rights under Delaware
law, will be converted into the right to receive $112.00 in cash,
without interest and less any applicable withholding taxes.
Adoption of the Merger Agreement at the Special Meeting required
the affirmative vote of the holders of at least a majority of the
shares of the Companys common stock outstanding as of the close
of business on January10, 2017 (the record date) and entitled to
vote in accordance with Delaware law. On the record date, there
were 69,883,605 shares of the Companys common stock outstanding.
At the Special Meeting, a total of 49,460,322 shares of the
Companys common stock were present or represented by proxy at the
meeting, representing 70.78% of the shares of common stock
outstanding as of the record date.
At the Special Meeting, the proposals submitted for a vote of the
Companys stockholders and the related voting results were as
follows.
Proposal No.1: The proposal to adopt the Merger
Agreement was approved by the Companys stockholders based on the
following votes:
| Number of Votes | ||
| For | 46,921,832 | |
| Against | 2,107,178 | |
| Abstain | 431,312 | |
| Broker Non-Votes |
Approval of the proposal to adopt the Merger Agreement was one of
the conditions to the closing of the Merger set forth in the
Merger Agreement.
Proposal No.2: The proposal to approve, on an
advisory (non-binding) basis, specified compensation that may
become payable to the Companys named executive officers in
connection with the Merger was not approved by the Companys
stockholders based on the following votes:
| Number of Votes | ||
| For | 14,024,418 | |
| Against | 35,154,998 | |
| Abstain | 280,906 | |
| Broker Non-Votes |
Proposal No.3: The proposal to approve the
adjournment of the Special Meeting if necessary or appropriate,
including to solicit additional proxies if there were
insufficient votes at the time of the Special Meeting to approve
the proposal to adopt the Merger Agreement, was approved by the
Companys stockholders based on the following votes:
| Number of Votes | ||
| For | 44,799,570 | |
| Against | 4,450,712 | |
| Abstain | 210,040 | |
| Broker Non-Votes |
For more information on the proposals considered at the Special
Meeting, see the Companys definitive proxy statement for the
Special Meeting filed with the Securities and Exchange Commission
on January20, 2017, the relevant portions of which are
incorporated herein by reference.
| Item8.01 | Other Events. |
As previously disclosed, the parties filed a joint voluntary
notice under Section721 of the Defense Production Act of 1950, as
amended, with the Committee on Foreign Investment in the United
States (CFIUS) that was accepted on January11, 2017. On
February9, 2017, the Company received clearance from CFIUS to
proceed with the Merger.
Also as previously disclosed, on December19, 2016, the Company
received notice from the U.S. Federal Trade Commission that it
had granted early termination, effective immediately, of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, for the Merger. In
addition, the Company has also received the required
authorizations or approvals for the Merger under the antitrust or
competition laws of Brazil, Columbia, Japan, Russia and Taiwan.
The Merger remains subject to other customary closing conditions,
including certain regulatory approvals in China, the European
Union, the Republic of Korea and South Africa. The parties
continue to expect the Merger to close by mid-2017.
About HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (NYSE:HAR)
Harman International Industries, Incorporated is engaged in the designing and engineering of connected products and solutions for automakers, consumers and enterprises, including connected car systems, audio and visual products, enterprise automation solutions and connected services. The Company’s segments include Connected Car, Lifestyle Audio, Professional Solutions, Connected Services and Other. The Connected Car segment designs, manufactures and markets connected car systems for vehicle applications. The Lifestyle Audio segment designs, manufactures and markets car audio systems. The Professional Solutions segment designs, manufactures and markets a range of audio, lighting, video and control, and automation solutions for entertainment and enterprise applications The Connected Services segment includes the operations of Symphony Teleca Corporation, Red Bend Ltd. and its automotive services businesses. Its brands include AKG, AMX, Crown, Infinity, JBL, Revel, Soundcraft and Studer. HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (NYSE:HAR) Recent Trading Information
HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED (NYSE:HAR) closed its last trading session up +0.03 at 111.01 with 1,246,958 shares trading hands.